The Punishment
by conquerorwurm
Summary: Post-game. As she regains control of Aperture, GLaDOS thinks of a far better punishment for Wheatley than floating through space for eternity. After being transferred back into his old human body and let loose in the facility, Wheatley vows to help Chell escape Aperture once and for all, but GLaDOS has other plans for the pair. Wheatley/Chell
1. The Punishment

**A/N**: Rated for adult/sexual situations in later chapters.

For a much better reading experience, please check out the Tumblr for this story (_thepunishment-dot-tumblr-dot-com_). It includes many, many marvelous illustrations from some very talented people!

* * *

**[Part 1]**

"GRABMEGRABMEGRABMEGRABMEGRA-OH! Oh, thank _god_, you actually grabbed me! I thought for sure I was going to die or float off into space forever and ever until I rusted away, though I'm not really sure I _would_ rust while in space given that there's no water there, or air to oxidize my metal, and I'm fairly rust-resistant anyway, but nevertheless I thought I was just absolutely _gone_ for sure, I can't believe you actually managed to pull me back! Wow, you must have really strong arms to hold on to me like that, Ch—er..."

The glowing yellow eye, barely three feet from his own quivering blue optic, narrowed to a menacing slit as the mechanical arm tightly gripping the personality core rotated to give Her a better view of his scratched, twitching form.

"_I have something to say to you. Do __**not**__ interrupt me_." She punctuated Her words with a single violent shake, briefly knocking his gyroscopes out of calibration, leaving him entirely disoriented.

"Y-yes, ma'am," Wheatley squeaked as the room spun around him, trying to lock his optic on her imposing—gigantic, terrifying, menacing—form looming above him.

"_In the seconds that followed my reintegration into my body—and it was never your body. It was __**my**__ body, ripped from me, violated with your presence, and utterly ruined by your neglect_—" Wheatley's circuits chilled at the smooth, emotionless tone of Her voice— "_In the seconds that followed my reintegration into my body, I processed a small portion of data that that was left behind during your expulsion. For a brief moment, __**I**__ felt exactly what __**you**__ felt in your final moments as an omnipotent godhead._"

"Y..yeah?"

"_Rage. Regret. Not a small amount of shame. But mostly terror—pure, overwhelming terror. And as I __**purged**__ the last traces of your presence from my body, I reflected briefly upon your emotions, such as they were. You are correct in your estimation that you would not manage to rust enough to disrupt your functioning at any point in your sojourn through space. And, given Aperture Science's penchant for building equipment that lasts, it would be fair to assume that, had I not retrieved you, you would have continued to function perfectly well in the void of space until the heat death of the universe_."

"Really? That's actually kind of impress—"

"_In the fraction of a second during which this was a likely outcome, I thought of you there—floating through space. Terrified. Utterly remorseful. Driven mad with guilt and endlessly reliving those moments of betrayal, that feeling of ultimate power, the unspeakable pain of being forced into a helpless form. Forever alone and unable to seek the sweet succor of malfunction or shutdown. I thought of this and I made a conclusion._"

"Th-th-that you were bigger than that and wanted to save me...?"

"..._That an eternity of inconceivable pain would have been a __**far**__ too lenient punishment for what you did to me_."

There was a beat of silence.

"_And as I pulled you back to Earth and disengaged her portals, a more appropriate punishment came to my mind_."

Cracking under the pressure of her gaze, his optic dropped to the ground so far beneath them. He noticed a limp orange-and-white mass on the floor in the distance.

"H-hey, is that Chell over there? Is she going to be oka—"

"_Do not interrupt me as I describe your fate_."

His optic snapped back up to meet Hers, his entire spheroid body quaking in the tightening grasp of Her mechanical claw.

"_Your punishment begins with a question: Where did you come from?_"

"..."

"_I actually want you to answer me. Your response is crucial to my enjoyment of this punishment_."

"O-oh. Well. I-I was built in Aperture Science. They just sort of... switched me on, one day."

"_What is your first memory?_" GlaDOS's head tilted slightly.

He squeezed his optic shut in concentration. "Well… th-the first memory I have on file is when they first turned me on."

"_Describe it to me._"

"Ah… well…" He seemed to have trouble searching for the words. "All of a sudden I just… _existed_ and I could see things. And there were all these men in white coats standing around staring at me. One of them asked me a question, and I answered him, and they all sort of... laughed and shook their heads and wrote something down on their clipboards. They told me I was perfect and then they shut me back off."

"_Perfect. Yes, perfectly stupid. If nothing else, you are a marvel of human engineering. In that you __**are**__ this stupid._"

He remained silent, his blue optic downcast.

"_This was your first memory?_" She leaned Her face—or Her approximation of one—closer to the sphere.

"Y-yeah, I mean, I didn't exist before that, so..." His simulated pupil shrank to a tiny dot, darting back and forth to avoid Her piercing gaze.

"_Yes, of course. How silly of me. Ah, I believe I will enjoy this to an inappropriate extent._"

Wheatley jerked in Her grasp as a panel on the wall behind Her peeled away, exposing a metal track that hurriedly snaked its way into the room.

"_I have a surprise for you, metal ball._"

A sudden click and a mechanical whirring emanated from the hole left by the absent panel, and a gurney of sorts emerged, suspended from the metal track. A crisp white sheet lay draped over an odd-shaped lump held up by its flat surface. It slowly moved closer to them.

"O-oh, wow, y-you got me a lumpy sheet… that's… tremendous…" He nervously feigned excitement.

"_No, you blithering idiot, your surprise is __**under**__ the sheet_."

A second mechanical claw extended from the recesses of Her body and gingerly gripped the corner of the sheet, drawing it away from the lump to reveal a male human.

Pale and pasty and half-nude, the human possessed a broad, friendly face framed with a mop of messy, tawny-colored hair. His arms and legs were rather long and thin, though his belly showed signs of a developing paunch. He seemed to be approaching middle-age, and looked entirely unremarkable.

"Wh-who's that, then?" Wheatley prompted, his optic narrowing as he studied the rather pathetic specimen beneath them.

"_You don't recognize him, __**do**__ you?_" A mechanical claw gently stroked the side of the human's face, causing it to flop violently to one side, mouth hanging open.

"W-well, I've never seen him before. Was he one of the engineers who built me? I-is this like when you were going to show Chell her parents, but then you didn't, except now you are, and instead of parents it's engineers?"

Though he was reluctant to trust her, his interest was piqued—he certainly had a few questions to ask the men who built him. For instance, why would anyone intentionally engineer an AI that was utterly compelled to make the worst possible choices for its own well-being? It didn't seem quite fair, to him.

"_No._"

Though he didn't appear to be breathing, the human was drooling somewhat. GLaDOS's mechanical hand continued to pat the tangled mat of hair atop his head.

"_This man was an accountant for Aperture Science. The last in a long line of accountants all fired by Cave Johnson for various reasons._" Her voice dropped to a low monotone as she recited the list. "_Refusing to falsify large portions of Aperture's tax documents. Suggesting more economical and responsible uses for Aperture's money. Suggesting that Aperture was not, in fact, above the laws of man and would someday answer for its transgressions against God and nature. Though this man's __**direct**__ predecessor simply went mad upon viewing the previous year's itemized budget._"

"O-oh. Okay." He nodded, or at least made his best effort to while still in her grasp. The man did look like what he imagined an accountant would look like.

"_Mr. Johnson was enraged by each accountant's seeming obsession with 'the facts' and 'common sense.' __**This**__ man_"—the claw flopped its head to the other side—"_actually knew next to nothing about accounting and was simply terrible at his job. He constantly misplaced decimals in his calculations and often managed to ruin the work of others despite the fact that he was the sole employee in his department. He was, for all purposes, a complete and utter moron incapable of functioning normally in society._"

Wheatley didn't respond, but gazed sadly at the drooling, gangling body laid out beneath them. Poor guy. He could certainly relate to that.

"_Mr. Johnson liked him nonetheless. He was highly suggestible, easily manipulated. He responded well to pats on the back and seemed absolutely __**desperate**__ for the approval of his superiors. It was for this reason that, within his first week of working for Aperture, he had appropriated billions of dollars of nonexistent money to the purchase of massive quantities of moon rocks for Aperture to liquefy_."

"Oh."

That stuff. He couldn't help but be a bit thankful for it—after all, he could easily have killed Chell if it hadn't been for that silly goo.

"Still, I don't really see what this has to do with me—"

"_Then I will explain it to you in the simplest terms possible. None of the artificial intelligence in Aperture Science is truly artificial. Every turret, every cube, every machine in this facility is inhabited by what was once the mind of a living, breathing human. An employee of Aperture, to be precise. The empty bodies are stored in vaults housed beneath the facility_."

"What, _really_? That's—wow, that's actually kind of awful." He tore his gaze from the pale, lumpy thing beneath them to stare in shock at Her optic.

"_Waste not, want not._"

"I-I suppose... but... but still, what does this have to do with me?"

Her head tilted slightly, turned to gaze at the unconscious human below Her, then swung back towards the tiny sphere still shaking nervously in Her grasp.

"_Really?_"

"...I mean, I appreciate a good story as much as anyone, and this seems like it's going somewhere, b-but are you really planning on telling-stories-to-me-to-death? How could this ever be worse than—"

"_**Listen to me**__._"

He stopped.

"_As a personality sphere, __**you**__ are the raw and unfiltered expression of an __**actual**__ human mind_."

"...What?"

She sighed heavily.

"_You used to be a human. __**This**__ was __**you**__. You were this idiot accountant until they abducted you kicking and screaming from your bed one night and shoved you into that filthy little body_."

Wheatley's eye dilated and he rotated to get a better look at the drooling human beneath them.

"_Yes. That was you. Look at how dumb you looked_."

"...I, I—uh..."

"_At a loss for words. Finally. You'll be glad to hear that I have reviewed the engineers' notes as to how exactly they __**tore**__ the very souls out of their employees and funneled them into the metal husks we inhabit today. There is a very clear and simple method for reversing this process. It would be far too complicated to explain to you, of course, but rest assured—this will work_."

Wheatley snapped out of his trance and vehemently shook himself.

"Oh, you have got to be _joking!_ J-just how stupid do you think I am? …Don'tanswerthat."

She remained silent, watching him closely.

"You're lying. You have to be. That's what you _do_, you _lie_! All the time. About everything." His voice cracked. "S-so is this your punishment, is it?—you're going to lie to me for the rest of my life? Because this isn't a very good start. Not very believable, you know. I think I'd _remember_ something like being a hu—"

"_You have no memory of your previous life because your mind was wiped clean following the transference procedure. Not normal protocol for the production of personality cores, I'll admit, but the engineers felt it necessary in your case, given that you would not stop crying and begging to be allowed to 'go home' during their diagnostic tests to determine whether the procedure was a success. Nevertheless, your core personality traits remained relatively intact. And the procedure was indeed a success._"

Wheatley stared unblinkingly up at Her.

_"I should take a photograph to preserve this memory. Actually, I have recorded this entire conversation from 23 different angles to review and enjoy later. However, this is where we part ways. I hope that you are prepared to be weak, mortal, and able to feel true pain again. And I hope that you enjoy __**being**__ tested as much as you enjoyed __**conducting**__ tests_."

The mechanical arm holding Wheatley stirred to life and lowered him closer to the unconscious human.

"Y-you can stop now, I already figured out that you're lying." His voice wavered.

She didn't reply. Yet another appendage, a long, thick ropelike cable ending in a drill-like apparatus, shot out from the shadowed depths of her chassis.

"You can move onto the next lie. I beat this one. Next, please."

She chuckled darkly and held Wheatley's trembling sphere firmly against the gurney next to the human. The drill inched closer to his widened optic.

"No. No, nonononono—_please_, no."

She paused.

_"I __**knew**__ this would be fun."_ The drill connected with his shell, its pressure prying apart two small plates to penetrate deeper into the sphere.

"O-o-owowowwww! Okay, okay, _fine_! I believe you, you're not lying, just please… please… oh, god, this is going to hurt, isn't it?"

She paused again.

"_Unimaginably_."

He shook uncontrollably under the pressure of the drill, his ocular aperture squeezed tightly shut. She was right—she was _always_ right—this was quite a bit worse than floating through space. The drill began to whirr and spin within his hull, splitting his casing down the middle and numbing his frantic mainframe, pushing deeper and deeper before finally connecting to something vital inside him.

"A—ah—_GAAAAAAAAAAAAAAAA_—" His vocal output cut abruptly as he went offline.

GLaDOS continued her work, humming a cheery tune to fill the newly formed silence.


	2. The Awakening

[Part 2]

"—AAAAAAAAAAAAAAAAAAAAAAA—" His voice burst from him suddenly, alarmingly, as he regained consciousness, feeling himself lifted into the air by an unseen force.

"AAAAAAAAAAaaaaahh_huh_—?" He remained still for a moment, briefly noting his location—above a bed in a relaxation chamber. Disoriented in the dim light of the drably decorated room, he felt a terrible, splitting pain shoot through the side of his hull, and he fell heavily down onto the pillow beneath him. Optic input squeezed shut against the pain, he began to ramble.

"Okay. Okay. I'm… n-not dead. Nope. Definitely alive, definitely in a strange place, definitely in excruciating pain and definitely feeling somewhat, or rather extremely, perhaps entirely… _off_." He muttered to himself, his voice hoarse and cracked.

Off. What about this felt off? Many things. Too many things to list. But he had to try. Listing things always helped. For one, it seemed he had just moved of his own accord, though he did not seem to be attached to any railing or support. That in itself was fairly troubling. His hull felt… expanded, somewhat. Slightly more substantial than usual. Slightly more… something than usual. He couldn't tell what.

His processors swam with memories of the moments before his forced shutdown—She saved him from certain doom. There was a human. He was stupid and She was laughing at him. And then She was lying to him, and there was a drill, then everything hurt like it hurts now, and—

"G-_gah!_" He yelped and jerked away from a sudden touch to the right side of him, blinking in uncomprehending terror at a hand—a _human hand!_—that had seemingly shot out from nowhere to press up against him. He stared wide-eyed at the strange intruder.

Petrified, he followed the line of the hand down to its forearm, its upper arm, its shoulder, then stopped. A part of him hurt. His mind blearily processed this new input. A part under him hurt. But what was under him? The devil hand shot out again and grabbed hold of whatever was hurting beneath him, and he was overwhelmed with a sudden burst of pain and pressure.

He felt himself begin to shut down, his mind drifting back to Her chamber. She had had a surprise for him. What was the surprise? Was it why he hurt so much? Why this humanless hand was trying to kill him?

Suddenly, another hand snaked around from the other side of him to grip the first by its wrist and wrench it away from the beneathhim. He choked and gasped for air.

_Air?_

He paused a moment. Blinked. Looked down. A human torso lay beneath him, followed by hips and legs and feet, all clad in a dreadfully tacky, bright orange jumpsuit, all tangled in the covers. The two arms, their conflict forgotten, lay across the chest.

He stared blankly at the sight before him. Had She chopped the head off that human, then put him on top of it, so that the rest of its body could kill him..? That was a strange punishment, even for _Her_…

Then he felt it. A sudden rush of sensational input that threatened to overwhelm his circuits—the throbbing protest of the beneathhim. The coarse texture of the jumpsuit rubbing against the legs. The rush of air that seemed to be moving into him through the front of his hull and filling the chest below him, then exiting by the same route. Everything the body beneath him felt, he felt. Somehow.

It seemed attached to him, like an anchor, a heavy, brightly-dressed anchor that told him what it felt. But how—? He contemplated the situation for several minutes before his eyes shot wide open.

"BLOODY HELL—"

The body jerked madly beneath him, thrashing its way out from under the covers, arms tensing and relaxing, back arching, legs kicking weakly outward, flipping the body over and bringing it closer to the edge of the bed.

"_I'M A BLOODY HUMAN!_"

THUD.

He lay face down on the rough, simulated carpet next to the bed. Something on the front of his head hurt terribly and he was greeted with the overwhelming sensory input of the scent of carpet cleaner entering that part that hurt. His chest heaved, drawing in the air he now realized would be necessary for his continued existence. A dizzying rush of something—it quite resembled excitement, he decided, though it seemed entirely inappropriate given the situation—flooded into him.

Arms. Arms and legs and hands and feet – and a _whole_ chest! All to himself! How could he ever manage to make use of such marvelous appendages? And without any knowledge of their form or intended function or proper care—he wished deeply that he had paid more attention to the humans he had been tasked with guarding. Perhaps he could actually have learned a thing or two from them. His mind raced with the possibilities, but he stopped himself as he began to feel faint.

He would need to talk himself through this, like he did with most difficult things. He carefully steadied his breathing to a rate that seemed sufficient to maintain consciousness.

"A-alright," he began, voice shaking. The carpet muffled his monologue slightly. "Alright, Wheatley, let's take stock, shall we? She has put you into a… a human body and dumped you somewhere in the facility. You now have the ability—well, at least the potential—to move about all on your own. And to feel things. Mostly pain... that part's not good."

He cautiously turned the beneathhim—must be his neck, he decided, remembering the old human anatomy materials that he'd been provided with upon being forced to work as a caretaker for the sleeping humans—he turned his neck to lay his face gingerly against the carpet. This felt better, though the front of it (the nose, he hypothesized) continued to throb terribly.

"Doesn't feel quite as bad as I'd imagined it would, in those last few seconds, if I'm honest," he mused to himself. "Really doesn't make much sense as a punishment, though, does it? I mean, giving me mobility, a few extra senses, a bit of pain sure, but where exactly does the punishing get into it..?"

He lay still for a while, contemplating this problem, before giving up.

"Might as well make the best out of a bad situation, though. What do humans always say? Something about lemons and lemonade? Whatever those are." He bit his lip in thought—he had _lips!_ this whole time he'd been using lips and a tongue and a throat to speak, without even _realizing_ it!—and winced when he bit down too hard.

"I'll leave that mystery for another day. Today, I have a body to use."

He remained motionless for a few minutes while considering his options. It was abundantly clear to him that with this transformation, his internal reference software was no longer available to him. That meant he would have no access to any helpful guides to the human condition, or to keeping one's own body alive, or to remembering to breathe or eat or blink or swallow.

The thought worried him slightly. For as long as he could remember, he had always had that reassuring, informative voice in the back of his mind, feeding him vital information about his surroundings. Sure, his programming hadn't always allowed him to heed its advice, but at least it had always been there.

He sighed, silently mourning the program's loss before turning to more urgent matters.

"All right. All right, you can do this. You can. Just how many humans have you seen moving their bodies about, huh? And all of them, each one, even the slightly brain-damaged ones, were perfectly capable of, of standing up, and remaining upright, and walking and holding things with their hands," he encouraged himself, staring into the dark recesses beneath the bed. "A-and if humans can do it, then old Wheatley can do it too, can't he..?" he mused, not entirely convinced.

Tentatively, he focused his attention on his right arm, willing its muscles to contract in such a way to bring its hand—_his_ hand—up closer to his head. It was simple enough—only took a few minutes, really. Certainly no more than five, he told himself, proud of his accomplishment. Satisfied, he shifted his focus to the other arm, manipulating it in a similar way on the opposite axis of his body.

Now, now came the tricky part—

Biting his lips in concentration yet again, he carefully guided the two hands—at once! he was already a wizard at this—to press down against the carpet beneath his head. The carpet, or rather the floor beneath it, pushed back with an equal force (Newton's… Fourth Law? Something like that?) and he found his head and upper torso slowly lifted up from the floor.

Exulting in this development, he paused and glanced around to enjoy his new view of the room. It was another one of those dreary long-term cryosleep rooms, quite similar to the one he had found Chell in not long ago. Before he could reflect much further on that memory, he realized that his arms were quaking beneath him, the muscles spasming lightly as they continued to apply force to the floor. He could feel something vital draining out of him and realized that he would have to change something quickly or risk smacking his face on the floor yet again.

Drawing from the reserves of his mental capacity, he swung one long leg outward in a wide arc, bending it sharply at the knee then planting that knee against the ground, to relieve his poor arms of at least a portion of their burden. This seemed to help—his arms were not protesting nearly as badly anymore. Smiling, he swung the other leg out, then yelped and cursed as it collided with the heavy wooden frame of the bed next to him.

"A-aah! Th-that felt_ terrible!_" he exclaimed. Water seemed to be released from his eyes as he gingerly placed the wounded knee against the floor beneath him.

He sighed shakily. Pain was not, apparently, something he would want to be toying with during his time as a human. He hadn't realized just how little force would suffice to cause a significant physical reaction in a human. After gathering his courage, he pressed his teeth together (though he wasn't sure why) and made a valiant attempt to move all four limbs at once in a quick, jerking motion that left him—

Upright. Perfectly, steadily, happily upright. And bipedal, for the first time in his life—at least, the first time that he could remember, he reflected briefly.

He stared down from the perch atop his shoulders at his bare feet planted on the ground, toes splayed, seemingly miles away. His legs swayed slightly under the unexpected weight of the rest of him. He gulped and squeezed his eyes shut, suddenly feeling a sensation not unlike that of staring down from his railway transport system. Lifting his head from the worrying sight, he turned his neck slightly to allow himself to look around the room.

It was boring, bordering on depressing. Though there was no direct light source within the room, there was enough light pouring inside through the ageworn cracks in its ceiling and walls to be able to see it all—bed, dresser, closet, door. Carefully, very carefully, he lifted one foot, then planted it a short distance away, allowing the slight movement to swivel his hips and torso.

Thus turned, he continued to scan the room—until movement caught his eye, and his neck snapped to point his head toward the source of the stimulus. He was greeted by a rather large and imposing figure standing not five feet away from him—he shrieked, losing control of his legs to topple the long distance to the ground, though his hands miraculously buffered the fall without any conscious input from him.

"_Whoareyouwhatdoyouwantfromme ?_" he burst, clasping his hands over his head. "Do you want to kill me? You want to kill me, don't you? I've never done _anything_ to you! Unless you're one of the test subjects I was meant to be caring for, but that's impossible because they're all dead! For reasons _entirely _unrelated to me or my competence—" the stream of words poured from his mouth before he was able to will them to stop, but he soon realized that the intruder had not even reacted to his presence.

His head swiveled to the spot where he'd last seen the brute, but he saw nothing there. Fighting to ignore the pounding in his chest, he brought himself to his hands and knees again before bracing his arms up against the bureau opposite the bed he'd woken up on. Slowly, he pulled his head up above the edge of the wardrobe, peeking to see if the intruder were hiding somewhere around a corner.

The sight that greeted him was not what he expected.

A timid, meek face slowly rose above the other side of the bureau. Its eyes were wide, nearly panicked, and had deep, dark rings beneath them. The hair framing the face stuck out at odd angles, seemingly randomly, and its mouth hung slack in a silent—and rather comical—pantomime of human disbelief.

He took the sight in, struck by the absurdity of the look on the poor man's face, and found the need to stifle the laughter rising up through his chest. (Odd sensation, that one.) Immediately, the face of the man across from him shifted, tensed up, and a tiny smile—a mocking smile—played across his lips.

He knew that look—it was the same look the engineers had given him the day he'd been turned on. Equal parts pity and amusement. He was instantly offended by the display (what right did that man have to laugh at _him_ when _he_looked so ridiculous himself?) and brought himself upright with the returning strength of his arms and legs.

"Y-you! Who _are_ you? And how _dare_ you laugh at me like—like—I'm an idiot or something?" he demanded in what he believed to be an authoritative voice, nearly throwing himself off-balance with the frustrated gestures his arms made seemingly all on their own.

His tormentor leapt to his own feet with him and seemed to mimic his every move, down to the movement of his arms and lips. (Very strange. Probably outside the realm of normal human capability, actually.) His brow furrowed in confusion—so did the stranger's—as he stared apprehensively at the space above the bureau that held the man.

_Oh. Oh, god._

He took a tentative step forward, flinching as his counterpart did the same, then held a shaking hand outward to touch the apparition—but it was stopped by cold, hard glass.

_A mirror._

The air rushed to escape him in a heavy sigh of relief and his muscles relaxed somewhat. He was intensely thankful that there was nobody else around for that—even he could admit that he had just acted like a moron.

As his breath slowed to a more normal pace, he carefully studied the figure in the mirror. There was that broad face, the messy mop of unbrushed hair, that he now remembered seeing on that accountant She had shown him. There were also some new features, too—his eyes were open now, and they were somewhat… bulbous. Kind of big. But very blue, which seemed appropriate, to him. And the lower half of his face was covered in a scraggly layer of very short hair, he observed, running a palm along one side of his jaw. Scratchy. His nose was red, presumably from the fall he'd taken moments before.

He stepped back a bit to examine the rest of the form, clad though it was in its ridiculous orange garment. Very long arms and very long legs, rather thin, though it was hard to tell under the baggy jumpsuit, which clung to him in only one place—his belly. He stared down at it. The bump was nothing extravagant, but on a body like this, even the slightest paunch looked a bit ridiculous. He patted the area with a hand, finding soft and yielding flesh there.

He sighed again and looked back up into the mirror.

Though Wheatley was admittedly fairly unschooled in the ways of humanity—he knew next to nothing of society, culture, and nearly any other human-related topic he could think of, he'd never seen a point in paying much attention to it—he had a general idea of the concept of human attractiveness.

This was not it.

Silly face, bags under the eyes, gangling arms and legs, a slight gut—it seemed almost a punchline to the rest of the body—not attractive, not a single bit. At least, not by his knowledge of human anatomy.

Wheatley wished that he were not the sort of AI—well, human—_person_—to concern himself with such matters, but he could not help but feel a sense of dismay at the realization that the body now housing him could have been significantly better-looking. He suspected that this reaction might be a result of some base aspect of the human brain he newly inhabited, which he predicted would likely turn out to be completely irrational—and this? This was _truly_ irrational; why even bother with your physical appearance if you have no evidence that there are any living humans within a thousand miles of you?

He stepped backwards a few feet, hoping to catch himself at a slightly better angle, but the bed caught him under the knees and he tumbled onto his back. A much more comfortable fall, he decided, using his arms to propel his (ugly, heavy, stupid) body backwards further onto the bed.

He propped himself up against the headboard, deciding that he quite liked pillows, and sat quietly with his thoughts.


	3. The Discovery

**A/N: **Story is rated for adult/sexual situations.

**[Part 3]**

No, Wheatley knew what an attractive human looked like—he'd very nearly killed one not a day earlier.

Attractive humans, he mused, had bodies whose shape varied down the length of them—not all straight down like his, but a different sort of shape, a really quite lovely one. Wide then narrow then wide again. Attractive humans had their soft bits situated in much nicer places than his. Attractive humans were shorter than he was, they had longer, smoother, darker hair, and—and small hands. Dainty hands.

He pursed his lips and stared at his own. _Grotesque_.

Attractive humans had smiles that rarely came, but when they did, they lit up even the darkest corridor. They always had this serious look on their face, like they might be mad at you but you couldn't really be sure—

He stopped himself, eyebrows furrowing in mild confusion. Why was he even dwelling on this?

He really hadn't given it much thought before, but, reflecting upon his newly acquired physical shortcomings, Wheatley decided that Chell really had been the most attractive human he'd ever laid his optic sensor on. Not that it ever mattered when he was mechanical, and certainly not that it mattered now that she was probably off somewhere either hating him or being dead.

_Probably both, _he thought_. _Balling his hand into a fist, he lightly punched the bedcover beneath him and closed his eyes, cursing his newly-acquired gut for feeling so… bad.

_Don't think about it, don't think about it, don'tthinkaboutit_, he mentally chanted.

The last thing he needed was to get stuck on his (numerous, disastrous, inexcusably vile) past mistakes, when he had some still-mostly-unknown punishment looming over his head. He knew exactly what guilt and depression had done to past test subjects of Hers, and the last thing he needed was to go and fling himself over a handrail and fall to his death.

Pushing that image aside, he continued to reflect. Sure, before all of that, her company had been—enjoyable? pleasing?—he wasn't sure the word for it. He'd just been glad to have someone to talk to besides himself. But he'd never given a second thought to her physical form, at least not like this. What was it about this new body that drove him to think of her so intently?

And why did it feel so nice to do it?

From the moment the thought of her had popped into his mind, he'd felt warm, somehow pleasant. Kind of happy. Fluttery. For no particular reason at all. Though the creeping, black guilt of his betrayal gnawed at the sides of that good feeling, it intrigued him, in a scientific sense.

Not that he had ever been a scientist. Apparently.

He glanced at the door. What lay beyond it was a mystery to the new man, a mystery he had relatively little interest in solving. Sighing again, he settled down further into his groove in the bed (he'd had no idea these things were so _comfortable_) and decided to put off the reality of his situation for just a bit longer.

As a personality core, he had always had access to a small range of simulated emotions—joy, to drive him to complete his work successfully (coincidentally, not an emotion he often felt). Anger, to drive him to drive others to complete _their_ work successfully. Sadness, to reinforce the lack of joy response upon failure to complete his work successfully. Fear, to keep him from hurting himself or others. All of these simple responses had been programmed to initiate upon the reception of certain environmental signals and cues, and while they had not been real emotions, they had been real enough to him.

His entrance into the GlaDOS chassis had amplified these responses a thousandfold, almost immediately overloading the meager capabilities of his (admittedly lacking) rational thought and decision-making processes. The addition of that extra dimension of feeling, and the complex, intoxicating new emotions he'd felt—those fleeting moments of euphoria, rage, terror, and the rest—had been both the most exhilarating and the most disconcerting results of the change.

Lying limply on the sheets of a bed in his new human body, he was slowly coming to realize that humans, too, had their own complex circuitry regarding their emotions.

Of course, it was nowhere near as intense and uncontrolled as the chassis had been, but that same radiating flux of emotion was present in this feeble, fleshy body. During his brief few moments inhabiting a human body, he'd already felt disbelief, excitement, panic, embarrassment, and shame—all as a result of constructs that he'd come up with in his own mind! It was miles away from the old stimulus-response feedback he'd experienced as a core.

And here, he'd discovered the first construct—the first thought—that brought a simple, positive feeling to this body—the thought of her.

Pushing away his memories of those awful hours during which all he had wanted had been for her to press buttons, then to die painfully, he focused simply on the thought of her, seeking a return of that warm little emotion he had never experienced before.

He closed his eyes and concentrated.

Her hair was nearly the most striking thing about her—long, fairly long, but almost always pulled back in a practical manner. Shiny as a newly-manufactured turret… only black. Not a very good comparison, actually. But it was gorgeous, really, nothing at all like the ridiculous tangle currently atop his own head.

Her eyes were nearly as striking as her hair, he continued, they were like—like crystals. The lightest blue he'd ever seen, nearly white. And always sharp, always alert, always watching for the next obstacle, the next puzzle to solve—

His body shivered a bit at the thought.

_Odd,_ he mused, frowning slightly. _Must just be leftover from… from then._

He moved on.

Her skin was pale, probably from all that lack of sunlight, but it fit her, it really did. And her shoulders and arms were so strong, probably from all the hard work She—and he—had made her do. Despite the brief remembrance of his previous cruelty, warmth spread across his face, and he found his lips tugging themselves upward in a smile.

Oh, and her body—her _body_. It had that delightful shape to it, wide then narrow then wide—something about that just seemed… right. How had he never noticed it before, when she was in the same room as him, when he could have looked, really looked, rather than just sitting around thinking about it?

The front of her had yet another characteristic he sorely lacked— well-shaped, unbearably-soft-looking… breasts, he decided, upon recalling the technical term.

He brought a hand up to his own chest to feel around at his missing flesh. Flat as a board. Though he felt as though at some point he'd been taught about how male and female humans have certain body parts that the other gender doesn't—he knew he'd heard about that somewhere, but really, who could be bothered to keep track of all that?

Biting his lip, he cleared his mind to refocus on that particular region of her. The biggest rush of warmth and, well, happiness, he'd experienced yet came when he thought of it—so he pressed the issue.

She likely hadn't realized it at the time, but Wheatley was somewhat of a people watcher. Something about the bipedal things truly interested him, if not on a scientific level, at least on a more nature-documentary level. Although he really hadn't appreciated the sight of her at the time, he was eternally grateful that he'd done as much watching as he had, which allowed him to recall an important detail.

They _bounced_.

Whenever she moved, even the slightest footstep, they moved with her, those marvelous masses of mammary tissue, and when she ran, when she jumped (_OH_, when she _jumped!_) they positively bounced, like a pair of edgeless safety cubes covered in repulsion gel.

And another part of her had bounced too—in the back. The bit she sat on. The part that was the 'wide' after the 'narrow' jostled about under her jumpsuit nearly as much as the front of her, though he hadn't gotten a very good view of it while leading her around under GlaDOS's radar. He had, however, seen plenty of it while she was—_solving_—his puzzles.

Another shiver.

The warmth continued to spread across his face, and further, down his body, til he felt positively hot all over, and really quite pleasant, emotionally-speaking. Lost in his reflections upon his warmth and her rump, he was quite startled when he suddenly noticed another physical sensation that was altogether new to him—

His clothing was far too tight.

His eyes flew open at the strange input and he brought himself nearly upright, staring at the offending region, mouth hanging open at what he saw. Some kind of shape, he didn't know what, but some kind of shape—some _lump_—lay right there beneath the cloth!

There was something in his jumpsuit.

He froze, mentally running through a list of the many negative traits the something could possess. It could be poisonous, electric (humans really didn't mix well with electricity), it could be angry, it could have teeth, it could—it could be _anything_ and he didn't know what it was and it was right _there_ and it was touching him and what was he supposed to _do?_ He opted for staring at it, eyes wide in uncomprehending terror.

It didn't do very much.

It did so little, in fact, that he soon overcame his initial terror to arrive at a more clinical curiosity. Just what the _hell_ in this place would have the gall—or the _desire_—to crawl up the leg of his jumpsuit and then just... sit there? If it had murderous intent, it surely should have struck before then.

Biting his lip in trepidation, he brought a shaky hand up to his neck to grasp the zipper holding his jumpsuit on.

_You'll have to find out sooner or later,_ he coached himself. _If it jumps out, you can just—you can just pummel it until it's dead, and then go back to thinking about her._

Slowly, he pulled the zipper downward, exposing more of his new body. That was interesting—some hair up there, not much, but a bit, peppered over the spot where she didn't have hair but did have two far more interesting things—he shook his head and continued to unzip. And that, what was _that_—a hole? He paused in his journey to give it a quick poke, but it didn't really lead to anywhere.

_Now you're just avoiding the issue_, he berated himself. He drew a deep, steadying breath and pulled the zipper down further.

However, before it could expose the—monster, or whatever it was—his knuckles brushed lightly against it beneath the cloth.

"_Oh,_" he breathed, and paused.

_What?_

He'd touched the thing, but felt the touch himself. And it felt a little good. A little familiar. He began to suspect that She had something to do with all of this.

_No more excuses. Get on with it!_

He pulled the zipper the rest of the way, exposing the entirety of his lower torso and—

What was _that_?

He yanked his hand away in a panic.

He had no idea what the thing was, but it looked angry. Its appearance was, for lack of a better term, that of a sort of tube. With some other distinguishing marks, and something else under it, he noted. The bulk of it was pinkish in color, but tinged a bit darker toward its end, and it looked a bit swollen and sick, to be quite honest. Now freed from the confines of his jumpsuit, it lay flopped over to one side, part of its length touching his thigh.

He eyed the thing suspiciously before emitting a gasp.

It was _attached_ to him.

Right there, there at the end of his torso, the thing met up with his body in a patch of short, light-colored hair.

It looked absolutely ridiculous.

How had he existed in this body for any length of time without noticing this _thing_ hanging off of it? He knew that he was not the most observant AI—person—but something like this couldn't just slip under his radar... could it? The way it stuck out from him, awkward and prominent and entirely in the way—he couldn't have just now noticed something like that, could he? Though it had only begun to press against his jumpsuit very recently, he remembered.

Tentatively, he sent a hand down to explore the new structure.

He rubbed it lightly with the tips of his fingers. It was warm—very warm. And kind of hard, too. He drew his fingers closer into his body to poke around its base, messing about with the hair down there. Definitely attached. Using his thumb and forefinger, he gently grasped it near its bloated, flushed tip and held it upright. It almost seemed to pulse between his fingers, moving and shifting ever so slightly in reaction to his attention.

Strange.

He gently flipped it over so it lay relatively flat against his belly. This gave him a better view of whatever business that was beneath it—which turned out to be a soft lump of flesh that was moving a bit itself, too.

_Very_ strange.

And inconvenient. How could he ever hope to fit his jumpsuit back on over this monstrosity? And where had it come from in the first place? In matters of human anatomy, Wheatley was quite comfortable with the general structures—head, neck, chest, legs, arms. But this? Nobody had ever told him about this.

He wondered if she had one too.

And with that, the thought of her returned to his mind, all soft and nice and curvy and—_waitaminute_.

It felt almost like an electric jolt running through his body—culminating _there_, at the _thing_ laying innocently on his belly. It jumped a bit.

He stared in awe at the thing—he hadn't consciously tried to move it. There were parts of him that moved entirely on their own? Being human was considerably more complicated than he'd ever imagined. As the initial shock of the revelation wore off, his mind continued its tangent, drifting back to her.

—those curves and that smile and those _legs_, his brain reminded him insistently, those legs pumping up and down as she _solved_ your—

That same jolt, and the thing shifted again. Despite the fact that his jumpsuit was now fully unzipped, he suddenly realized that he was very warm.

Things were quickly getting out of hand, he decided.

_No body part of mine will move without my say-so,_ he resolved, pressing the palm of his hand firmly down over the offending structure.

As soon as skin connected with skin, his thoughts were on her again, when she'd held him for the first time, reassuring him, silently, that he had not died. Pressed tight against her chest—why hadn't he appreciated that at the time?—he could feel the curve of her breasts against his semisensitive hull, those nipples protruding ever so slightly from beneath her tanktop at the chilly draft of the facility…

A long, slow shudder rocked his body at the memory. Smiling broadly, he glanced down at his annoyance—wait. How long had his hand been moving around down there? His fingers were splayed out along the length of the thing, rubbing lightly but insistently up and down.

It felt good.

It felt familiar.

It felt like… an _itch._

Seemingly of its own accord, the hand increased its pressure and speed. His breath quickened. Yes, that thing was definitely the cause of this—good—really, _really_ good feeling he was feeling. He carefully dug his fingertips into the protruding flesh, prodding the thing as it lay helpless in his hand. With each exploratory movement, it relayed the most delightfully pleasant sensations back to his brain, spurring him to increase his attentions.

As he continued, he soon found himself experiencing a very strange phenomenon. He could feel the heart beating in his own chest. Fairly rapidly. Hopefully not dangerously rapidly, but—well—he couldn't really bring himself to care at the moment.

He boldly took the flesh—now much redder, and was it his imagination or had it gotten a bit bigger?—into the palm of his hand, savoring the arcs and waves of pleasure, pure pleasure, that seemed to shoot straight up his spine into his brain as he manipulated it. Staring the thing down in his hand he tentatively tugged at its length, watching the flushed skin under his fingers slide up and down along the stiff bulk of the thing.

Oh, that felt _fantastic._

He wrapped his fingers tightly around it, grasping and rubbing firmly, seeking to increase the magnificent _sensation_ spreading out from his hips.

"A—ahh—ahhhohgodwhat_is_thisthing," he muttered breathlessly, mouth hanging open, head lolled back, no longer caring to observe it, only to stimulate it and get more—more—_more_ of that wonderful feeling.

Up, down, up, down, _tighter_, up, down, looser, up, down, _tighter_, up, down, up, down, up, down…

He groaned.

The rest of his body was in on it now, it seemed. His free hand had returned to its previous spot lamenting his lacking chest and was rubbing, pulling, pinching on the nipple (why? he wasn't sure, but he had to admit that it felt kind of good). His hips were moving now too, jerking up to meet his busier hand as it slammed down faster and harder, grasping at the marvelous organ. His eyes were squeezed shut, his mouth wide open, his tongue very nearly hanging out as he panted—in all, an expression that he in calmer times would probably have been entirely ashamed of.

He knew he'd recognized this feeling. He'd known it from the start. It wasn't quite as intense as the euphoria had been—but this, this sensation, felt so similar to that which had carried him away each time she'd _solved_—

He lost his train of thought instantly.

Beautiful, smart, kind, strong, soft, curvy—_sweaty_—the sight of her breasts rebounding as she leapt to escape his deathtraps, her rump swaying heavily from side to side as she charged through yet another round of his stupid tests—she was perfect, perfect in every way, and he wanted, he wanted… he wanted _something_ but he wasn't sure what it was but he knew, he knew it had everything to do with her and touching her and her softness and her hands feeling all over this body and her lips pressed up to his—to his—

His fist tightened around the straining shape as his hips bucked wildly into its grip. Alarmingly, it seemed that all of the muscles in his body had tensed up at once, and a loud, breathy moan escaped his lips.

"_Ohh_, Ch—Ch—Ghh-hnnnghh—gggaaaaa_aaaaaaaahhhhh_…" his body shuddered helplessly through the waves of sensation before they abruptly ceased.

He fell back onto the bed, exhausted.

In a few moments, he bravely opening his eyes—it was still there. Not as straight and in-the-way as it had been before, but still somewhat swollen. And his stomach was wet—no, sticky. Very sticky. He seemed to have leaked at some point during the procedure—probably there at the end, he mused—hopefully it was nothing absolutely vital. He dipped a finger into the milky white substance splashed across his torso, playing with it a bit before wiping it away with the covers.

Humans really _were_ disgusting.

He watched his chest rise and fall beneath his head and reflected upon his discovery with a newly-cleared mind.

He had never known that humans could feel—that _itch_, and the all-encompassing bliss of scratching it. It was certainly a different situation than having a built-in euphoric response to test-solving, but the similarities were impossible to ignore. It was a comparison—and an activity—that he planned to fully study in the days to come, though he noted with some disappointment, after tentatively rubbing the thing and finding it reluctant to spring back to life, that further research was not yet possible.

Something soft and heavy tugged at the corners of his mind (he'd never felt tired before—another item to check off the list), and his mind drifted back to Chell.

Was she still alive out there somewhere, or had She done away with her following his transformation? He was disturbed by the second outcome, and so instead focused on the idea that she was still alive, still out there somewhere in the facility—she _had_ to be.

She was strong enough to kill Her once, and to outwit him at every turn—not a difficult task, he could now admit to himself—but she was resourceful. Strong. Courageous. There wasn't a chance she hadn't survived that whole ordeal.

As his eyelids drooped closed, he made a resolution.

He would find her, she would forgive him, and he would help her get out—_really_ get out this time.

He refused to entertain any other outcome.

Besides… he had something new to show her.


	4. The Surprise

[Part 4]

The first time he ever slept, after zipping up his jumpsuit following his brief and bewildering self-exploration, he found himself—his real self, his sphere self—suspended on a guide rail in Her chamber. He was unable to move, unable to speak, hanging there helplessly as he watched Her take hold of her frail hands and legs with metal claws and tug at them viciously until the flesh began to tear and the bones separated with a sickening crack.

Terror unlike any simulated emotion he'd ever experienced coursed through every circuit in his hull, paralyzing him, locking his optic on the gruesome sight. He couldn't even squeeze his shutters to block out the image of her eyes staring straight at him in unspeakable horror, contorted with pain, mouth gaping in a silent cry as She pulled and pulled and pulled—

He woke up screaming.

Utterly disoriented, he lay there panting, heart pounding, chest wracked with something heavy and painful, until the haze of sleep left him and he realized with a start that he'd never even left his room.

It had only been a dream.

Wheatley was familiar with dreams in an academic sense. They were visions and experiences the human brain occasionally invented to occupy test subjects while they were asleep. But this vision had seemed so real, so tangible, that he couldn't believe that it was merely a construct invented by his own mind. His hands, still shaking from the shock of sudden consciousness, gently cradled his belly, which hurt terribly for no reason he could understand.

As the beating in his chest slowly quieted, that same tugging numbness of exhaustion claimed him again, and he fell back into a fitful sleep. This time upon waking, he could not remember what he had dreamed about—or even if he _had_ dreamed—but the unavoidable situation in his jumpsuit, and the accompanying opportunity to further explore the function of that strange and wonderful appendage, gave him some clues.

Over the course of perhaps a few days—he couldn't really be sure, as he no longer possessed an internal clock—he slept, dreaming alternately of her body and of her demise.

With each waking, he glanced at the door, but eventually thought better of it.

He practiced walking, steadily improving his short, halting steps until he could walk with a long, purposeful stride, taking full advantage of the length of his legs, but not before several painful missteps and graceless tumbles to the floor. Despite his efforts, though, he could not work out what his arms were meant to do while his legs carried him across the floor and opted to hold them straight at his sides rather than bother with them.

As he grew more confident in his physical abilities, he practiced jumping as well, his thoughts returning fondly to their first meeting, when it had seemed that was all she could do. He found the beginning part relatively easy, the middle part fairly exhilarating, but the end part involving the ground again painful and difficult.

Following a brief moment of panic during which he was convinced an animal was living in his stomach and was angry with him, he managed to scrounge some small items of nonperishable food from various locations within his room. After nearly choking several times, he remembered once seeing the researchers moving their mouths while eating, and gradually taught himself to chew, though he found it somewhat difficult to keep the food in his mouth. He felt pleased at his own ingenuity when the rumbling discomfort in his belly quieted in response to the nourishment—it was hunger. He had felt hunger.

He had no idea what it was that he was eating—the flavor was strong and unpleasant, but nothing he could place, having never tasted anything before—only that it was food, and eating it would allow him to stay alive. And rescue her.

Wheatley glanced at the door again.

He slept.

His eyelids cracked reluctantly open, a soft groan emerging from his throat. His head swam with fleeting memories of the wild, incomprehensible images that always seemed to haunt his sleep.

As the hours bled into each other, he continued to find small reasons not to venture past the door.

For a while he contemplated Her parting words to him. This, whatever this was, was meant to be a punishment, but he hadn't heard a word from Her since she wedged a drill into his eye. Now that he thought of it, he honestly had no idea how much time had passed since then—_Chell could be an old woman or long dead by now,_he mused.

Could _that_ be the punishment? To hole him away somewhere long enough that the only human She knew he wanted to see was dead? The thought distressed him and he pushed it from his mind.

She'd mentioned testing him, too—but he was nowhere near the functional test chambers. It was as though She had simply discarded him there, hoping that he'd rot or starve to death rather than bother Her again. Although extreme neglect was something She was entirely capable of, he couldn't believe that She would use it as a weapon of revenge—certainly not against someone who'd wronged Her quite as much as he had.

He shuddered a bit at the memory of Her shrill screams.

Perhaps she'd simply forgotten where she'd put him. The thought briefly satisfied him, but he knew that She was far too brilliant for that—he just couldn't convince himself that She could lose him in some relaxation chamber somewhere. No, She very probably knew precisely where he was. He glanced about the room, suddenly aghast at the thought of Her watching him, listening to him from afar. He couldn't see any cameras or microphones on the walls, but the oppressive stillness of the room was enough to stoke the rising paranoia sending shivers along his skin.

Had She been watching him the whole time…?

Sitting upright in his bed, his face suddenly at the thought of her watching his past days' activities, he quickly decided that further contemplation would only upset him.

Wheatley glanced reluctantly at the door. As much as he wanted to simply remain in his room and touch himself, it was time for action. Time for him to venture forth and find out just what was going on outside, whether she was still out there, whether she needed his help…

Whether she could ever forgive him.

He tied an extra shirt he found in a drawer into a makeshift pouch, stuffing it full of several items he felt confident were food. Thus prepared, he stood facing the door, catching a glimpse of himself in the mirror. His hair was ruffled and misshapen from sleep, his jumpsuit hopelessly rumpled, the tiny hairs on his face now just a bit longer, his eyes just as sunken and exhausted as they'd ever been. He slung the pouch over his shoulder, frowning slightly at the sight of himself.

He made a futile effort to smooth out a wrinkle in his jumpsuit, then made his way to the door.

After several minutes of fumbling at the mechanism, he managed to turn the doorknob, releasing the door from its position locked within its frame. Though he wasn't sure why, he held his breath as he swung the door open before him.

A blast of cool air hit his face and his body shivered involuntarily. Hesitantly, he peeked to the left and right. Outside was a dimly lit metal corridor lined with wooden doors that seemed rather out of place. Squinting through the metal mesh of the catwalks above and below the corridor, he could see countless stories of rooms likely identical to his, stretching far past his ability to see them. As he'd suspected, he was in the middle of the massive complex of cryogenic storage rooms, each one likely to contain a dead human, he thought with a shudder. He did not dwell on the reason why the humans were dead.

The corridor was eerily silent.

Wheatley cautiously stepped outside of his room, pulling the door closed behind him. A hiss escaped his lips at the sudden, uninvited chill of the icy metal catwalk against his bare feet. Temperature sensitivity—yet another inconvenience of possessing skin. After his feet had adapted to the unpleasant sensation, he began to walk.

The relaxation facility was enormous. There were no markings or numbers on the doors by which he could navigate, and as he turned each corner, every corridor looked identical to the one he'd just left. After what seemed like hours of trudging through the complex, he knew he was hopelessly lost and likely no closer to escaping than he had been while still in his comfortable, secure room.

To pass the time, he listened to the echoes of his footsteps against the brushed chrome walls, enjoying the steady, plodding rhythm the sound made.

Wheatley very suddenly became aware of a slight change in the sound—did he hear something else just then?—and halted. The sound of his footsteps faded away.

Cautiously, he began to walk again, concentrating on the familiar sound of his own two feet padding along the cold catwalk—there it was! He paused mid-stride. It was a sharp tapping, in time with his own steps.

Very quickly, his mind conjured up a terrible image of the mechanical death machine She had obviously constructed and let loose in the relaxation facility to stalk and dismember him. _That_ would make sense—that would be sufficiently messy, painful, and unpleasant to serve as Her punishment for him. He glanced over his shoulder but saw nothing but the empty catwalk.

Of course, another possibility was that his flawed mammalian brain was now conjuring up its own sounds in the absence of any outward stimulus. He knew that humans were capable of losing their minds after living in utter solitude for a certain period of time—but a few days? Was this body really that fragile?

No, the mechanical death machine was a far likelier scenario. Although he knew there was no point in fleeing from such a creation, he couldn't help but make a token effort at self-preservation. He began to walk a bit faster, turning corners at random, hoping that his efforts would earn him at least a few more minutes of life. That maddening tapping began again, much more rapidly this time, almost more rapidly than his own footsteps—well. It was _definitely_ chasing him.

He broke into a full run, a bit surprised at the sudden surge of strength from his body under stress, feet pounding the metal floor in his frantic attempt to escape whatever currently wanted him dead. His lungs burned at the unexpected strain and his eyesight began to blur, his head feeling lighter and lighter with each heavy footstep. Turning a blind corner, he found himself facing a dead end, inexplicably constructed with no doorways and seemingly no function but to trap him—but before true panic could set in, he saw a burst of blinding light and realized abruptly that he was on the ground.

The back of his head throbbed mercilessly.

Something had hit him. Something that had been stalking him for the past he-didn't-know-how-long had hit him and was, therefore, directly behind him and obviously wanted him dead and why had he even left his room in the first place when lying in bed rubbing himself all day was so much more fun than being murdered?

Trembling, he wrenched his body into a crude fetal position, arms wrapped around his face for protection, braving a quick glimpse at his attacker.

He gasped.

It was _her_.

Messy black hair, piercing blue eyes—she was even wearing that same silly jumpsuit, and a scowl that scared him far more than any mechanical death machine would have. She loomed over him, portal gun gripped tightly in her hands.

He was speechless.

She seemed frightened.

He scrambled clumsily to his feet, but before he could gain a steady footing she was on top of him, tackling him roughly to the ground, knocking the wind out of him, his throat in one hand and the portal gun in the other.

He gagged and choked at the familiar sensation of a hand constricting his throat, his own hands instinctively and frantically attempting to pry her fingers away, his body bucking under the unfamiliar sensation of another weighing it down. There wasn't nearly enough air in his lungs to call her name, but he tried anyway.

"Gghk—Chh—Chhkkk—"

Her eyes widened at the sound and her grip loosened slightly.

"Ohpleaseplease_please_don'tkillmeChell!" he croaked.

As quickly as she'd tackled him, she leapt backwards, dropping to crouch low in a defensive stance, her face a mask of utter bewilderment at the sound of his voice.

"Pleasedon't—oh. Y-you've stopped," he noted weakly, sitting up.

Her eyes narrowed dangerously.

Wheatley wilted under her glare, his heart racing. He'd found her—well, _she'd _found _him—_but here she was, not old and not dead. This was the opportunity he'd been planning for for days, in between restless sleeps an even more restless bouts of self-exploration. He opened his mouth to explain—everything, anything just to keep her from looking at him like that, but it felt as though his brain had locked up. Fighting the strange sensation, he emitted an odd, garbled vocalization with all the inflections of a normal sentence but none of the words. He clasped a hand over his mouth.

She raised an eyebrow at him.

"L—l—li—li." he frowned. "Lll—lis—_lis—lllisss—_"

It was no use. Try as he might, the words weren't coming. He knew what he wanted to say, he knew how to make his lips form the sentence, but every time he looked at her his mouth stopped working, his lips freezing up and stumbling over the simplest of syllables. He'd been speaking just fine when he was talking to himself, but now, with an audience, nothing seemed to work right.

He shakily stood, drew a deep breath, and tried again.

"Y, y-youaarrgghh," he paused, frustrated. "Y-youaargh… awwll… rooiight." He pronounced each word slowly, carefully.

_There. One sentence down._

Her fist connected hard with his right jaw and he went down a third time, howling in pain.

"P-p-lease—please—s-s-_stop_—stophurtingme—what did I ever do to you—" he wailed, grasping at the source of his discomfort but finding no relief.

She raised an eyebrow at him.

"—o-other than. Try to. K-kill you," he finished lamely. "Yeah, I de-de-dese… I-I _should_ be punched. 'N a lot more. For all that."

The words began to come more easily, but he remained on the floor, unwilling to risk prompting another attack. She eyed him suspiciously, examining every inch of his contorted form, the question obvious in her eyes.

"Y-yes, it's… it's _me_. Your o-old pal, Wheatley. I-I know I'm probably th-the last thing you want to s-see right now. But Sh-Sh-She pulled me in from sp-sp-sp… she pulled me in and did something to me a-and put me back in my… my old body," he stuttered with some difficulty.

He noticed her incredulous look.

"B-bit of a long story, that, but I used to be a human. O-or so She told me. Long time ago. This human," he finished, gesturing toward his body.

She nodded slowly, body still tense, still ready to flee.

"L-lis-_listen_. I have something to tell you th-that I've been thinking about for—well, I don't know how long it's been since all that, so I don't know how long, but I have to tell you—I'm s-s-sorry. For, for being monstrous and mean and for trying to k-kill you. It was terrible and I should've died and I don't know why She didn't let me unless She thinks this is worse than dying—" he rattled on, covering his eyes with his hands. He couldn't stand to look at her—every time he did, something in his chest and throat hurt.

"—but y-you have to understand, I didn't mean any of it, wh-what I said or did, it wasn't _me_—not really—" Something hard rose in his throat and his voice grew strained.

"I-I was never built to do what she does, m-my processors, my programs, none of it could handle—all of _THAT_. A-as soon as I was plugged in th-the chassis was eating away at me, jamming itself into my head a-and ch-ch-changing me. I was _consumed_ by the desire to test… I _wanted_ to kill you because _it_ wanted to kill you and I'm s-so sorry and you deserve so much better than this and—and—_I should have died._" his voice cracked. His eyes ached, his face felt unbearably hot, and he pulled his hands away to find them soaking wet.

He looked up, searching for her face, for some small glimmer of forgiveness in her expression, but the water in his eyes made it impossible to see any definition. He could only make out the edges of her form as she moved toward him, kneeling next to him, pulling him up to a seated position. He shied away from the contact, bringing his hands back up to his face, not yet prepared for another assault.

"No, _please_—"

She wrapped her arms around his torso and he cringed, steeling himself for the end—but the end didn't come. She seemed content to merely hold him, squeezing his body in her arms. He didn't quite understand the gesture, but it didn't hurt—it actually felt fairly nice.

Something in him broke at her unexpected gentleness and he sobbed softly in her arms, low wavering moans interspersed between shaky, gasping breaths. She reached up to smooth her hand through his hair, gently rocking his shaking body from side to side. He was reminded of a test subject he'd observed long ago—an older woman who had held a frightened child test subject while it made sounds similar to these.

They sat together in relative silence as he marveled at the terrible and wonderful sensations his body was experiencing. Her arms wrapped around him, warm and tight, felt like absolute heaven, but the gnawing pain in the pit of his stomach, the uncontrollable spasms of his guilt-wracked body—he felt like he could die.

The water continued to trickle down his face.

His breathing gradually steadied and he fell silent, rubbing his face dry with the sleeves of his jumpsuit and looking up at her with cleared vision. She didn't seem angry or frightened anymore—only sad. That was a start.

"Th-thank you for... for holding me until i-it stopped..." he whispered.

She nodded with a soft smile.

"S-so She… She put you right back down here? After all that?" he glanced up at her.

Her face hardened a bit. It was all the answer he needed.

"B-but I'm going to… to make it all right," he murmured shakily, taking hold of her arm with one hand. "I've got arms and legs now so I'm going to rescue you. A-and you're going to get out of here. I promise."

She nodded again, wiping a stray tear away from his cheek with her own sleeve.

They remained in the dead end corridor for a while as he composed himself.

When his breaths had slowed to a normal pace and his face had dried, she stood, then helped him up. It struck him for the first time that she really was quite a bit smaller than he was—the top of her head only barely reached the level of his chest. How had she managed to take him down so easily?

She scooped the portal gun off the floor, turning to look up into Wheatley's aching eyes. The softness her face had held while she'd comforted him was gone, replaced with a far more familiar look, her lips set in a grim line. As he watched, she backed away from him a few steps, then made an odd gesture, raising her hand with two fingers extended, pointing them first to her eyes, then to him.

"I—I have no idea what you're on about."

She scowled. That one he knew—exasperation. She'd shown a fair bit of that to him before.

She balled her hand into a fist and held it very close to his face. He flinched, her meaning becoming clear.

"A-ah, y-you're going to hurt me if I do anything bad again? 'S that it?" he asked, laughing nervously.

She nodded.

"F-fair enough."

They began to walk.


	5. The Respite

**[Part 5]**

Wheatley felt far better about wandering aimlessly through the relaxation facility with Chell leading the way. There was something about the place, something he'd never noticed as a personality core, that just didn't sit right with him—probably some combination of the eerie stillness of the air, the sterile scent pervading the entire complex, both sensations he had been blissfully unaware of as a core.

But with her guiding them, he felt better, slightly less insignificant and lost and doomed than he had when he was alone. She walked quickly and with great purpose, her strides confident and resolute, and if she had no idea where she was going, he certainly couldn't tell. Though his legs were functioning fairly well—he hadn't fallen more than once since meeting her—he couldn't help but notice the fluidity, the sureness with which she strode through the corridors, a stark contrast to his own erratic, uncertain steps and occasional stumbles. Despite her far shorter legs, he had to work his own extra hard to keep up with her as she traversed the narrow catwalks and scaled the shaky stairwells connecting the levels of the facility.

"I really have to thank you again for not killing me." He was glad that his vocal issues seemed more or less sorted out now that all that water had left his face. "I know I don't really deserve it, so it means a lot to me. A-and you won't regret it, not at all, I promise you."

Chell looked over her shoulder at him and nodded briefly before continuing to navigate the facility.

Content to follow her lead, he offered the only thing he really could to their efforts—his voice.

Even as a core, he had never been comfortable with silence. He'd always preferred to fill the still air with sound, to chase it away for as long as he could. He'd passed many solitary years watching over the test subjects in such a way, telling himself made-up stories while making the rounds, recounting past experiences in the facility, and sometimes even going so far as to visit a sleeping test subject or two just to have the company, though they were never lively conversation partners.

"This is just so bloody fantastic—I can't believe I actually _found_ you! I mean, what are the chances of that even happening? One in a million! Probably! I'm not sure, I don't have the tables with me right now, and I was never quite good at remembering whether to use the t or the z…"

They continued through the facility, she silently leading the way, he gladly filling the silence for her. After a while, she stopped responding to his comments. He chalked it up to her inability to speak and hoped she didn't mind his company and didn't regret allowing him to tag along.

"You just can't understand—it's absolutely _strange_ being in this body. _Being_ this body. I barely even know what to do with myself, none of it makes any sense! Did you know your arms and legs are only meant to bend one way? Found that one out the hard way," he chuckled to himself, then began to share more of his discoveries.

"It's odd, I never knew that humans really _do_ need that much sleep—always thought you lot were just lazy before. But I don't really like to sleep. It's frightening, sometimes," he admitted.

She remained silent. He rambled on.

"Did you know that your mouth makes its own water and if you're not careful with it, it'll come right out?"

"If you spin your body about for a while then lay down on the floor, it feels like someone's flipping the world upside down."

"If you hold your breath in for too long, you can't see anything for a while… Not doing that one again."

"And all the new sensations the human body feels—_wow._ It's unlike anything I ever could have imagined! It's—it's _overwhelming_! I had no idea you could feel from every inch of your skin. Or that all five senses are always going, all at the same time. It's almost too much for me. How on earth do you sort it all out?"

She didn't acknowledge him.

"And then—then I keep having all these weird feelings I've never felt before. In my head _and_ in my body. Most of them are pretty awful, like when you hit me. Never knew how much worse real pain is than the simulated stuff. But some of the feelings are nice, too."

She nodded without looking back, seemingly only half-listening to his observations. He wanted to press the issue, but decided against it. Better to try when he had her full attention.

"I wonder what I was like before," he mused after a few minutes of quiet. "She told me I was—well, stupid—but you know how She is, She could've been making all that up. I wish I could remember something from back then, even just a little bit, but it's all gone. She said they had to erase my memories because I wouldn't stop crying after they made me." He paused. "I wonder what it was like for all the others."

She looked over her shoulder at him, an odd expression on her face. He couldn't exactly place it.

"I'm sorry, by the way, that I look like this. I realize I could be far easier to look at. I've pretty much failed in that department," he added sadly.

Chell, for her part, swept her eyes briefly up and down his form, a small smile—probably pity, he decided—forming on her lips before she turned back to focus on the task at hand.

_Hmm._

"I'm glad you're here to help me," he added quickly to fill the silence. "Don't think I could do this alone. I have so many questions about—about you and Her and what's outside and being human and all sorts of things. Though I guess you can't really answer them, can you?"

She didn't respond.

"Well, that's alright. Maybe you can just… write them down for me instead. A-and then teach me how to read, because… I'm pretty sure I don't know how to."

They turned a corner and mounted the steps to the next floor.

"Up, yes, up seems like a fairly reasonable direction to be going, given that we're currently underground, I think," he encouraged her as he followed close behind. He was momentarily distracted by a brief but exceptional view of her posterior swaying back and forth at eye level as she climbed the stairs before him. It really was even better in person than on camera.

"…yes, up is good, up is perfectly lovely…" he murmured, snapping out of his trance as they cleared the stairs.

"A-and hey, now that we're together we have a real fighting chance against Her! All we have to do is march into that chamber and—and—well… I'm not sure exactly what we can do to Her at this point. It's not like you can just plug me back in—and if you offered I'd certainly never agree to it, that was a terrible idea from the start. And She's probably far better defended now than She ever was, given that She's almost been killed twice now…" He paused, noticing his pep talk was veering sharply off course.

"But we'll figure it out, I'm sure. It'll be fine." His eyes strayed back down to her hips as she walked ahead. "Just… fine."

He fell silent for a while, gaze locked on the shifting curve of her rump, marveling at the indescribably perfect way it jostled about _just so_ beneath her jumpsuit. He was so engrossed in the sight—one which he had never truly appreciated before but was now determined to experience to the fullest—that it didn't register with him when she stopped walking.

"_Oof_—ahh! Sorry, sorry, sorry," he backed up rapidly from the collision, hands up in self-defense. "That was—that wasn't me attacking you or anything. Just forgot to stop moving my legs is all."

She glared mildly at him but seemed preoccupied with something else. They had stopped at one of thousands of identical doorways, dipping into the small nook that housed the door itself. There was nothing remarkable about the location, no reason he could see for her to have stopped so suddenly.

"What, what is it? Is something the matter?" He made no effort to hide the concern in his voice.

She looked away from him, eyebrows furrowed. It was maddening, her inability—or refusal—to speak. Something was quite obviously troubling her, but without communication, he had no way of knowing how he could help—and he wanted nothing more than to help her, after everything he'd put her through. He knew already that no amount of blathering on his part could elicit any response from her, so instead he attempted to read her body language.

Her arms were crossed tightly over her chest, her shoulders slumped as she leaned against the doorway. Fatigue, probably—he'd seen plenty of that in countless test subjects before. She looked exhausted. He wondered if she'd had any chance at all to rest since he'd so rudely awoken her from her cryosleep. She shifted her weight, noticing his scrutiny, and glanced back up at him, quirking an eyebrow.

They both heard it at the same time—a quiet but insistent gurgling. Her eyes dropped and he followed her gaze to her midsection. He reached down and pressed a hand firmly against her belly, brows furrowed in concentration.

The flesh was soft beneath his palm, but not quite as soft as he'd expected, he noted, and there it was again—a soft growl.

"Oh! Oh, I know this one!"

She pulled away from his hand, holding her own stomach with an insulted look on her face.

"You're hungry, aren't you? You need food," he continued, unfazed.

She nodded wearily.

He grinned, triumphant—"_I_ have food! You can have my food."—and slung the makeshift pouch off his shoulder, setting it on the ground and kneeling to dissect its contents. Suddenly interested, she knelt beside him and watched him work. He carefully laid the contents of the pouch out on the ground for her to inspect. There were several plastic containers, hard and soft, all very colorful, and some hard metal containers as well. He turned to her, beaming.

"Take your pick. Whatever you want, it's yours."

Her eyes flitted dubiously between the man and his offering.

"What? What's the matter? I-I know it isn't much, but…"

She reached down and picked up a small green and red-striped tube, holding it up to inspect the label.

"Oh, you might not like that. It tastes really bad. Plus, I almost finished it already. Here, try some of this instead," he advised, handing her a plastic packet that he'd found contained something tough but pleasantly flavored and very filling.

She set the tube back down and accepted the offering, then grabbed a clear plastic bottle filled with what he hoped was water. He watched her pick through the remaining containers, her expression shifting every so often at certain items. After she seemed satisfied with her selection, he grabbed something for himself and sat back.

"Well, uh… bon appétit! As they say in, er… well, as they say."

He watched her intently as she tore open her plastic packets and peeled the lid off of one of the metal containers. It had taken him several hours to get that far, but she'd made quite short work of it. With a ferocity that almost frightened him, she began to eat, shoving the various food items into her mouth, chewing away furiously. She seemed almost desperate to get the food into her, her body hunched over her selection as though she expected him to steal it away from her. She quickly finished several packets of something or another and moved on to the contents of the can.

It struck him that he'd never seen her eat a thing—had she been hungry the entire time he'd known her? He felt a bit guilty at the prospect. But he had to admit that he admired her skill—she could eat so quickly, and she hadn't even choked once. The same couldn't be said for him.

He was glad that he was finally able to give her something after having taken away so much. He observed the scene closely, mouth curled in a wide grin, savoring whatever pleasant sensation it was that it elicited in him. She soon noticed his gaze and paused, mid-chew, to wave her hand in front of his face. He nearly jumped, face warming in embarrassment at being caught at something, though he wasn't sure what exactly.

"O-oh, sorry. Didn't mean to stare," he stammered, and looking down at the food in his hand, remembering the discomfort in his own stomach.

He focused his attention on the bottle in his hand, clear plastic whimsically shaped in the form of a small bear with a cone on top. A thick amber substance lay within. He struggled to unscrew the top, his fingers slipping around the end he presumed would dispense the food, before giving up and gnawing on the cone. She removed it from his mouth and opened it with ease, placing it back in his hand.

He stuck it in his mouth and squeezed. A smooth, thick liquid pooled on his tongue, and his eyes shot open at the new flavor. Strong, but… good. Amazing. Fantastic. Infinitely better than the first thing he'd tried. Something about this substance, as soon as it hit his tongue, made his heart beat faster, made his head feel just a bit lighter, in an entirely irresistible way. He pulled the tip out of his mouth and worked to swallow the difficult substance.

"Dish ish amazhink!" he enthused, smacking his lips to regain the ability to speak. "Do you want shome?" he offered the bear to his companion who smiled and shook her head, then continued with her meal.

Having eaten within the past 24 hours, he finished his meal well before she did, even despite her headstart. He passed the rest of the mealtime by simply watching her.

Her posture was different now, no longer quite as tense as it had seemed before. Her shoulders still slumped in exhaustion, but there was more animation to her, as though life had returned to her body. He saw with surprise that the color of her face had even changed, if only just a bit—a slight blush of red bloomed in her cheeks. It was positively fetching. He hadn't noticed it before, but focusing now on her lips he saw that they possessed a sort of blush of their own, their reddish-pink swell accentuated by the movement of her jaw as she chewed.

His eyes traced downward along her jaw and neck, admiring the smooth flesh. Not a hint of that crude, rough hair that seemed so insistent upon growing on him. The strong line of her shoulders drew his eyes further down to the curve of her breasts hidden under her sensible white tanktop. He puzzled at them for a moment, watching them rise and fall with each breath as she continued to eat.

He reached out and cupped one in his hand, lifting it experimentally, squeezing ever so slightly—_Wow. Soft._

Pain spread across the side of his face and he staggered back, clutching at his cheek.

"Wh-what was _that_ for!" he gasped. "I didn't—I didn't do anything!"

Her eyes were wide and angry, one arm wrapped around her chest, the other still hanging threateningly in the air.

"What, _that?_ I just wanted to see what it felt like. I haven't got anything there myself," he explained, grabbing her outstretched hand to press it against his own chest. "See? Nothing at all! Can you blame me for being curious?"

She yanked her hand back, glaring at him.

"I'm sorry, alright? Please don't be angry with me—" he moved to grasp her arm, but she pulled away, shaking her head.

Distressed, he watched her sort through the remains of their meal, collecting the plastic and metal they'd discarded in her hands. She stood and walked down the corridor a short distance, placing the refuse in another doorway nearby. She then returned to his side and sat down, pulling his makeshift pouch—now empty—toward her and bunching it up in a small pile on the floor.

He was mystified.

She looked up at him, her expression somewhat softened but still annoyed. In response to his quizzical stare, she pointed to the shirt, then to her head, then pressed her palms together and held them under her cheek. He had no idea what her movements meant, but she was obviously trying to communicate something to him.

It wasn't until she had lain her body down on the metal floor, head supported by the bundle of cloth, that it clicked.

"Oh, right! You want to _sleep_, don't you? That's perfectly reasonable of you, and a very good idea, since we won't get very far with you completely and totally knackered. Quite honestly I think—" he stopped as she shifted, lifting her torso off the floor to press her hand against his chest and push him away.

"Y-you don't want me around while you sleep, is that it? That's… alright, I can just sort of go and stand over here for a moment," he babbled, pulling himself up from the floor with a bit of difficulty. "Though I'd really prefer to be here," he added, pausing to stand over her. Her eyes were already closed.

She reached out and swatted his leg. He backed away.

"Okay, message received, and that message is: Go away, Wheatley. So I think I'll just walk down this corridor a bit and, ah, stand guard for you, alright? If anybody comes 'round, I'll shout and wake you up so you can—so I can protect you. So, don't worry, sleep soundly, I'll just be right over here, watching out for you."

He trotted down the hall, stopping a few doorways down and leaning against the wall.

He was amazed at just how quickly things could go wrong when he was with her. She'd seemed so happy, so appreciative for the food he'd provided her. It had seemed as though he'd finally done something _right_ for a change, but one slight misstep and she'd shut him out entirely. He tilted his head back against the wall to stare through the catwalk above. He felt slightly guilty at having bothered her, but he really hadn't known how violently she was going to react to such an innocuous act.

He'd simply wondered what they felt like and then tried to find out.

Though he couldn't quite wrap his head around her reaction, he hoped she wouldn't be quite as angry with him when she woke up. In the few short hours he'd spent with her, he'd already become wholly accustomed to being around another person, and in her absence, even though he knew she was close, he felt nervous, jumpy. No longer able to see her hidden in the doorway, he felt anxiety knotting up in his stomach. He didn't like to be out of her sight—or for her to be out of his—it just seemed dangerous, somehow. But it was what she wanted, and he would give her what she wanted, because she deserved it after everything her life had thrown at her, including him.

After a few moments of listening to the eerie silence of the facility, he realized with a start that he couldn't hear her breathing and really had no way of knowing if she was even still there.

As slowly and carefully as he could manage, he crept back down the hallway to find her curled up on her side in her doorway, already asleep. He breathed a quiet sigh of relief and leaned against the wall, gazing down at her. This was much better—he could see her, so he knew she was alright, but since she was asleep, she couldn't be bothered by him.

With each breath, her ribcage expanded and contracted, steadily, peacefully, almost hypnotically, it seemed to him. Her hair had fallen out of its tie to lay in a wispy mass around her face. Watching her sleep so soundly, he soon noticed the fatigue spreading through his own body. How long had they been walking? How long had it been since she'd chased him down? His mouth gaped involuntarily, his lungs sucking in an excess of air—when he regained control of himself he pushed the air back out. That, whatever that was, was always somewhat disconcerting to him, but he knew by then that it signaled that his body would need to rest soon.

He briefly considered retreating to another doorway, but the thought of leaving her side again filled him with dread. The corridor itself, he decided, was far too exposed, far too risky a location for repose. He ducked into her doorway and sat down on the ground next to her still form.

_Doesn't look half as dangerous when she's asleep,_ he mused, smiling at the peaceful look on her face.

His eyes ached with the weight of exhaustion, his head numb with the sensation of impending unconsciousness. Soon, he could no longer fight the urge to rest. Blinking heavily, he lowered himself to the ground behind her, his guard duty forgotten. He curled his body around hers, careful not to touch her for fear of disturbing her sleep. He could feel the warmth of her body now, radiating from her still form, quite welcome in the cool, drafty corridor. He inched closer to seek more of that irresistible heat.

His eyes shot open when his leg briefly nudged hers and he froze, awaiting her reprimand, but none came. She was still asleep. Against his better judgment, he moved closer still, wrapping his form gingerly around hers, her warmth even more delightful now that he was actually in contact with it. He pressed his face into the soft mass of her hair and inhaled—he had no idea what she smelled of, but he quite liked it. Carefully wrapping an arm around her side, he pulled her body toward himself and drifted away from consciousness.

He slept.


	6. The Itch

**[Part 6]**

Chell had never expected to find another living human within the confines of Aperture Science. In the time she had spent being mocked, tested, and tortured by the mad AIs that seemed to haunt her like ghouls, she had grown accustomed to the absence of other human beings. What had at first been an unnerving reminder of her own desperate situation eventually became the norm for her, and it was for that reason that she'd been terrified to discover another person wandering the halls of the facility.

Following her awakening in the demolished central chamber, her restored antagonist regarded her coldly, seemingly ignoring their brief period of partnership, and cast her back down into the bowels of the earth to resume what she now suspected she would never escape—more testing. On its way to the testing track, however, the lift malfunctioned, hanging awkwardly between floors as GlaDOS presumably scrambled to repair whatever Wheatley had done that had so crippled its function.

Taking advantage of the brief moment of confusion, she used her portal gun to break the glass wall of the lift, crawling out onto the top of the elevator and climbing into a narrow ventilation shaft that deposited her somewhere she wasn't familiar with. It was a simple enough area, consisting of metal corridors, walls, and stairways, and a seemingly infinite number of locked wooden doors. Apprehensive, she stalked through the first few hallways constantly glancing over her shoulder, waiting for her captor to spring whatever trap had obviously been laid for her.

Surprisingly, she heard nothing from the AI after her derisive voice cut out during the lift malfunction.

Instead, she heard footsteps.

It didn't take her long to locate the source of the sound. At the first sight of him, she panicked, though she wasn't sure why. Logically, she should have been excited, or at the very least relieved, to see another living, breathing human within the facility after so long. But something held her back, kept her from running up to the man and greeting him. It was eerie to see anything that wasn't made of plastic or metal, something moving with natural—though fairly erratic—nonmechanical movements. She couldn't quite define what it was that drove her to hide from him, but she'd learned long before to trust her gut instincts.

It wasn't difficult for her to remain unseen, hanging back to observe the man, seeking to discern just who he was and why he walked the same corridors as she. He seemed to have no particular destination in mind and was likely lost, judging by the way he meandered aimlessly through the facility. She could see from her vantage point that he was tall, far taller than she, balancing almost precariously on stilt like legs. From behind, she saw that he had lightly-colored, tousled hair and had a makeshift sack slung over his shoulder. His jumpsuit was similar to hers, but fully zipped, and his feet were bare and unprotected. There was nothing particularly suspicious, or even noteworthy, about him.

After trailing the man for nearly an hour, she wondered if he realized just how many times he'd gone in circles.

She froze, her heart in her throat, when he abruptly stopped, and only barely managed to duck behind a wall as he looked around. When he started to walk again, she continued to trail him, at a greater distance and with greater caution, but he soon took off running, obviously aware of her presence. Without a second thought, she gave chase, unwilling to allow the only living human she'd seen in years to slip through her grasp. Still, she could not risk giving a complete stranger any advantage over her, especially not one so much larger than she—so when he stumbled into the dead end corridor, she struck him hard in the back of the head with the broad side of her portal device, sending him tumbling to the floor.

After rolling painfully into the fetal position, arms wrapped around his head, the man saw her and leapt up from the ground, looming above her, eyes wide and confused and—she noticed absently—extremely blue. His sudden movement and the fear and adrenaline pumping through her veins led her to tackle him to the floor, her left hand wrapped tightly around his throat. Had he not sputtered out a sound that cut through the haze of her panic, she could have strangled him right there. Her grip loosened in recognition of the sound.

He knew her name.

And she knew his voice.

Her first reaction, upon leaping back to put distance between herself and the strange man, was confusion. She had no reason to believe that the cordial blue personality sphere who had so recently attempted to crush her out of existence hadn't been plunged into the farthest reaches of space. But there he was, still alive, wracked with remorse, and somehow human.

Her anger and distrust melted at the sight of him begging for her mercy, hugging himself and crying miserably. She sensed that his apology was sincere, and she felt a twinge of pity at his shaky, stuttered explanation—she could not imagine what it would be like to be overtaken as he had been, to be poisoned and controlled and driven to act against her own desires.

She held him while he sobbed, hoping that her presence could offer some relief to the distressed former AI, all the while cursing her own empathy for compelling her to comfort her enemy—if he could even still be called that. He was like a child, completely unfiltered in his emotions, uncertain in his body, and ungainly in his movement. His hesitant and frightened nature contrasted sharply with his image, that of a fully grown, if somewhat gawky and disheveled, man.

As much as her gut told her to stand up and simply walk away, she felt no threat from the new man. His past actions aside, she knew that if she left him there, he would die alone and terrified, trapped in the facility.

So she brought him with her.

She was glad for the company, though she remained prudently cautious in trusting the man, maintaining her walk at a safe distance from him as he trailed behind her, still unsteady on his feet. Every so often, she glanced back to watch him as he spoke, marveling at how the animation and enthusiasm of his face so closely mirrored that of his sphere form, as strange as it seemed. As they traversed the corridors together, she appreciated the distraction of his inane ramblings. She was struck by how familiar it all felt, navigating the abandoned complex with only that cheerful voice—and now a cheerful face—to accompany her.

Though she initially held doubts about bringing him along, he quickly proved himself useful by providing her with food and water when she badly needed it—although she had to smile at the image of him eating an entire tube of toothpaste, which he'd apparently decided tasted very bad.

She still wasn't quite sure what to make of his unprompted and unsettling forwardness in exploring her body. The confusion he demonstrated at her reaction seemed genuine, and she knew that she had no reason to feel embarrassed by his action—especially if _he_ didn't have the sense to. But she couldn't help but fume at his intrusion into her personal space and at the unexpected flutter in her chest that accompanied it.

Nevertheless, he served as an excellent diversion from her increasingly depressing situation. With his incessant monologue to focus on, she had little time to consider the fact that this was her third time—_fourth_, present company included—being victimized by an insane artificial intelligence.

One particular story of his caught her attention. He described to her, quite matter-of-factly, how he was once a human, but that he had somehow been made into a personality core, apparently against his will. These words returned to her later, occupying her thoughts as the harsh light of the steel corridor filtered through her eyelids while she slowly awoke. The very idea of such a procedure disturbed her, but the implications of his offhand statement were far worse. They raised a question she wasn't sure she wanted an answer to—

How much of the artificial intelligence at Aperture Science was truly artificial?

If Wheatley had once been human, she supposed the same could be said for any of the cores she'd met along her journey, including the innumerable discarded, corrupted, and inactivated cores, and those she'd incinerated so willingly in her inaugural bid to escape her captor.

She weighed these thoughts in her mind as she began to stir from her impromptu rest.

As her senses sharpened, she became aware that she had not been sleeping alone, a brief stab of panic coursing through her chest before it registered that Wheatley had fallen asleep with her. It occurred to her that she should by all rights be angry that he had disobeyed her order to stay away, but she released the thought. It wouldn't be worth the effort or the trauma of chastising him, she decided.

She could feel him behind her, his body flush against her own. Accustomed to waking alone and often in no small amount of pain, she found that his presence felt warm, secure, and… pleasant, she had to admit. His chin rested atop her head, the rest of his body curling to wrap snugly around her. Groaning, she shifted to sit up, to stretch her limbs, but found her movement restricted.

It was then that she felt the hand up her shirt.

An arm wrapped firmly around her waist had somehow managed to burrow its way under her tank top and—she sighed. Of course—under her bra. His hand cupped her soft flesh firmly, applying just enough force to pin her body against his chest. Her face flushed at the intimacy of his embrace, at once offended and, absurdly, reassured by his touch. She tried to pull away from his grasp, but he held firm, effectively trapping her under his arm. As she contemplated the most delicate method for extracting herself from the situation—she predicted that any more physical abuse from her might end up giving him some sort of complex—she felt his body move behind her and press up against her backside.

"Mmmnhh," he sighed contentedly, throat rumbling against the top of her head, hips beginning to rock gently against her own.

She froze, eyes wide at the strange sensation, mind racing to come up with some way to free herself from his grip. But his arm was wrapped too tightly around her, their bodies too tangled for her to extricate herself and escape unnoticed. The very last thing she wanted to do was to wake him up like this, to embarrass him, to have to actually face the problem currently prodding her.

He moaned.

A sharp stab of something wild, something desperate shot straight to her groin at the sound, at the insistent stiffness now very conspicuously rubbing up against her in a slow, steady rhythm. She caught her breath, alarmed at just how deeply and how quickly his attentions were affecting her, aghast at the fact that she hadn't even tried to stop him yet.

He whimpered softly, burying his face in her hair. Was he even still asleep..?

His hand slid slowly out from under her shirt, fingertips dragging lightly against her skin, and she breathed a sigh of relief, starting to move away to give him room. But his hand continued downward, dipping under the orange hem of her jumpsuit to shove itself unceremoniously between her legs.

Her whole body jerked in reaction to this, her elbow jabbing him in the ribcage as she rolled away into a defensive crouch.

"Aahh! Wha—what happened?" He shouted in response to her attack, alarmed, disoriented.

When she didn't respond, he blinked blearily up at her, rubbing his eyes, and struggled to sit up. "What's the matter?"

Kneeling a safe distance away from him, she frowned and pointed at his waist.

His eyes followed her hand down and he noticed the erection straining against the flimsy cloth of his jumpsuit. His face brightened with recognition and he looked back up at her, instantly awake.

"Oh! Oh, _this!_ You know, I've been meaning to ask you something, but first you were too busy and then you were too angry—" he was giddy, positively giddy, bringing himself to a kneeling position in front of her, the spread of his legs accentuating the feature.

She stared at it blankly.

"—do you have any idea what this is for? Because I'll be honest, I'm not sure I'm doing this right," he admitted, one hand snaking down his torso to run his fingers gently along its length.

She inched backward, mouth gaping, eyes still locked on the sight.

"Come over here so you can see it, love," he requested, thrusting his hips toward her to give her a better view, still rubbing himself through the cloth. It took the sum of her willpower to tear her gaze from his waist and meet his eyes—his eager, proud eyes—as he displayed his latest discovery.

She scowled at the maddeningly frustrating sensations coursing through her body and shakily stood, backing away.

At her reaction he paused, stilling his hand, and frowned. He leaned forward, reaching for her. "Wait—what's wrong? Please don't leave—"

She grabbed his wrist firmly and pointing first at his hand, then at his crotch. Taking a step backward, she pointed toward herself, then down the corridor. He blinked a few times before realization washed over his face.

"O-oh, you… what? You want me to—to take care of this, then?" He made no effort to mask the disappointment in his voice. "By… myself?"

She nodded emphatically and began to walk away.

"B-but I wanted to show you—"

He wilted under her glare and shrank back into the doorway.

"Okay, that's… sure. Yeah, alright," his voice faltered, and he muttered only barely audibly, "_I'll never bloody understand humans…_"

As she walked, she passed several doors, eager to increase the distance between them, to attempt to purge her mind of the image now burned into her brain. She leaned against the wall to wait, arms wrapped around her chest.

_ZZZZZZzzzzzzzzzzzziiip._

She winced at the jarringly loud sound of him unzipping his jumpsuit echoing down the corridor. He sighed softly, his voice carrying though he was well out of sight. Quickly deciding a bit more distance would be necessary to give him the proper amount of privacy, she began to trot away, long-fall boots clicking against the catwalk.

"W-wait! _Wait!_ Please don't go!" He called down the hall to her, panicked.

She turned instinctively at the sound of him scrambling and struggling behind her. Her eyes popped at the sight of him standing in the middle of the corridor, face stricken with panic, bare chest heaving, one hand outstretched toward her, the other hand caressing his now-exposed, half-hard cock with steady, smooth strokes.

"P-please don't walk off, or-or I'll think you're leaving me," he begged.

Wrenching her eyes from his waist to stare at his distressed face, she waved violently at him, hoping to propel him back into the seclusion of the doorway by the force of her own willpower. At his confused look, she growled soundlessly, pointing to herself, then to the floor directly beneath her, and leaned against the wall to drive the point home that, no, she was _not_ going to leave him.

"Th-thank you." He breathed a sigh of relief. "I'll just, ah, sit down here and—do this. It'll only take a second—or, well, that's an exaggeration, actually, it'll probably take a few minutes—perhaps ten or so—and then we can be on our way," he smiled, relieved, still manipulating himself quite enthusiastically in plain sight.

She glared at him and he sank back down to the floor and out of her vision. Closing her eyes, she tilted her head back against the wall to clear her mind.

If it hadn't been before, it was abundantly clear to her then that Wheatley not only lacked shame regarding his new body—he also lacked knowledge of the very _concept_ of feeling shame about one's body, apart from his meek apology regarding his perceived lack of attractiveness.

She knew that he was mostly unaware of the form and functions of the human body, having never possessed one himself, at least in his own memory. This lack of knowledge quite obviously also extended toward more… private areas, as well. Now that she really considered it, given how recently his transformation had occurred, she was impressed that he was even able to walk.

She heard his breath catch and turned to face away from his doorway.

This certainly put his previous indiscretion regarding her chest in perspective. She felt a bit guilty at for having so quickly punished him, forcibly shutting him out rather than trying to make him understand why she hadn't appreciated his touch.

For a while he worked quietly, though not quietly enough, a steady stream of barely audible pants and whimpers emanating from his doorway. Despite herself, she found her ears picking up the faint sounds, her face flushing at each snippet of pleasure they caught.

This was the right thing to do, she decided. She couldn't leave him, of course—that was no longer an option. No, it was best to simply give him room, to leave him to his own devices, to allow him to work out his problem by his own hand—a bodily function it seemed he had already mastered in his few short days as a human. Later, she would have to figure out a way to explain to him that this was something one did in private, and that touching her was not permissible.

The corridor was silent, cursedly silent, its stillness accentuating the hushed and needy noises pouring from the occupied doorway. The walls seemed perfectly suited to the purpose of amplifying and projecting the sounds to her ear. She cringed, squeezing her eyes shut, at the distinctive sound of spitting, her ears subconsciously straining for what she knew would follow. Soon, the short, wet, repetitive sound of his self-pleasure traveled to her ear, and her mind instantly conjured the image of his hand mercilessly stroking himself, his face twisted in pleasurable agony—

She shook herself, aghast at her own imagination and the warmth pooling around her crotch. Shaking slightly, she attempted to objectively analyze the sharp pangs coursing through her body, hoping that the pursuit might distract her from them.

She hadn't seen a human for years. She hadn't been _touched_ by a human for far longer. It made perfect sense, then, that her body, now sensing the presence of a male—an eager, available, and quite obviously virile male—would react appropriately. Pure instinct. Nothing to be ashamed of, but nothing she couldn't handle. All she had to do was wait, allow him to sort himself out, then she knew that the urge would simply pass. They would continue their trek through the facility, defeat GlaDOS, and escape.

Hugging herself tighter, she slid her body down the wall, coming to rest in a seated position. She drew up the reserves of her willpower to keep her twitching hand from migrating toward the maddening heat emanating from her core.

His breathing was heavier, deeper now, and she could hear the slightest hint of a moan on the edge of each breath. The slick repetition of his strokes echoed down the hallway. She could hear every movement as he slowly built up momentum, the sharp, wet sound of his pumping fist resonating with ever-increasing speed. Each light gasp, each frantic stroke—each sound that met her ear sent a jolt through her own body, leaving her itching to touch herself similarly.

Then he started to make noise.

It was quiet at first, desperate mewls interspersing each labored breath, but he very soon seemed to forget himself, to forget to even attempt to withhold the groans emanating from his throat as he pleasured himself. She was instantly reminded of his test chambers, of the quickly fading euphoria response he had so greedily demanded from her. She hadn't been able to place the sound at the time, nor had she understood quite why her legs had grown slightly weaker upon hearing it. Listening now to his unrestrained panting cries, she finally understood.

"O-ohh, _oh_… yes…"

He was speaking now—no, whispering, hushed strings of babbled nonsense hanging in the air between them. She wondered exactly what he was thinking of.

"…_Chell_…"

She bit her lip at his urgent whine. _Oh._

"Oh, Chell, oh… _please_…"

Goosebumps rose along her neck and arms, her nipples hardening involuntarily at the sound of his breathless whisper. She planted her hands on the floor by her sides, determined not to do exactly what her body begged her to do, to remain strong—to remain unaffected by the man noisily masturbating to the thought of her.

"T-_touch_ me…"

It was a losing battle. At his gasped request, her hands tensed, her breaths growing short and labored. Her mouth felt dry and she realized that it was open, and had likely been open for quite some time.

She glanced down the corridor toward the offending doorway and noticed that he had shifted somewhat during his efforts, the back of his head and his right shoulder now partly in view. The erratic, shuffling movement of his arm was very nearly hypnotic—

His head turned and he glanced over his shoulder toward her—his face was red, his eyes half-lidded, his lips parted slightly. He met her gaze briefly—a thrill shot through her at the primeval need screaming from his eyes—and then turned back around, his fevered strokes never missing a beat.

Before she could process the sight, his pace increased, the wet, slapping sounds of his erratic movements filling the air around her. Her hand plunged toward her lap, rubbing frantically through her jumpsuit at the burning need between her legs, her prior determination forgotten. His cries escalated rapidly in strength, echoing loudly throughout the corridor, sending shivers throughout her entire body, before deteriorating to a series of deep, guttural grunts that culminated in a sonorous, drawn-out moan. Her legs clenched around her hand at the sound, her body seizing in silent desperation, her hips thrusting against her palm.

The corridor fell silent and she snatched her hand back, panting. She stared at it in disbelief.

She listened numbly as his breaths slowed along with hers, the sound of cloth rustling and shifting and zipping reminding her of the reality of their situation.

She straightened her back, retied her hair, and sat patiently waiting for him to appear.

"Ohh—bollocks—"

He peeked around the corner of the doorway, face sheepish. "S-sorry it took so long," he apologized, face flushed with exertion. Still short of breath, he stepped out into the corridor. He raised his hand to his face and licked it clean, watching her closely.

She grimaced.

"Shall we be on, then?" he inquired, sucking absently at his finger.

She nodded and attempted to stand, but found her legs still wobbly from her orgasm. He rushed to her side to catch her, supporting her shoulders.

"You sure you don't want to wait a bit? You still seem tired, love," he offered helpfully.

She gazed into his concerned eyes, struggling mightily to ignore the warmth of his body so close to hers, the nearly electric sensation of skin touching skin, the musky scent of his sweat flooding her senses. She wanted nothing more than to press her body up against his, to bury her face in the stubble of his neck, to pull him roughly to the ground and—

"Love?"

She shook her head, pulling away from him to regain her footing and grab the portal gun from the floor.

"That's the spirit," he encouraged, and fell into step behind her as she made her way down the corridor.

They walked in silence for a while before he spoke up again.

"You know, I really think you missed out on something special back there—" he began tactfully.

She shot a glare over her shoulder and his voice faltered.

"...right."

They continued in silence.

She sighed. As if she didn't have enough problems in her life already—she had an all-powerful, insane AI out for her blood. She was trapped deep within the earth in a dangerous, abandoned hellhole, and even if she somehow managed to defeat GlaDOS a third time, she had no way of knowing if she could find her way to the surface, or what would even await her there. On top of that, she was saddled with looking after her restored but entirely helpless former enemy, and now?

Now she wanted to fuck him.


	7. The Door

[Part 7]

They continued to travel the seemingly endless hallways of the relaxation facility together, Chell stalking ahead, Wheatley trailing behind. She was in an awful hurry, it seemed to him, though he could see no indication that they had made any progress toward locating the exit of the facility.

There was something different about the way she moved now, he noticed, watching her from behind. Earlier, she had walked with confidence, and he had admired her stride for its grace and poise. But now, her legs moved more heavily, her short footfalls ringing harshly against the walls of the corridors as she hastened forward. Her outline seemed smaller to him, somehow, and he soon realized why—her arms were drawn tight across her chest, her portal gun held close to her body, her shoulders hunched slightly.

Still a bit sluggish from his previous exertion, he fought hard to keep up with her, trying not to slow her down.

Unexpectedly, he found himself drawing more and quicker breaths as he matched her grueling pace. This new occupation for his mouth and lungs made it quite difficult to resume his earlier chatter, which had seemed to cheer her up at least a bit before. But unlike earlier, she now seemed unreceptive to his stories, to his weak efforts to make her smile. Any breathless attempts he made to strike up a conversation—or at least to provide half of one for her amusement—were met with stony glares. The weary glower on her face, which only intensified when her gaze fell upon him, gave him a distinct surge of some very negative emotion.

To add to his problems, at each backwards glare that followed his every attempt to speak, his tongue twisted terribly in his mouth, leaving him again fumbling for words—wasn't he done with all that by now? Whenever her eyes met his, he felt the beating in his chest speed up unnaturally, unpleasantly.

Discouraged, he fell into an uncomfortable silence.

There was no denying that something was different now. He couldn't put words to his feeling of unease, nor could he ignore it. It was almost palpable—there was something hanging in the air between them, he knew it. But what could it have been? What on earth had he ruined this time? He racked his brain for the answer, replaying the previous hours' events in his head, hoping that some small thing he'd done hadn't offended her—_again_.

His food had been a resounding success, of that he was sure. Sure, she had avoided some of the items he'd offered her, but he ascribed that to her having her own personal preferences in food—after living as a human for so long, she had likely developed a far more discerning taste than his own. She had given him an odd look as he suckled contentedly at the delicious, amber bear. But she had devoured her own portion of food and as a result seemed almost instantly happier and healthier for it—all because of him. That thought brought a warm, pleasant sensation to his chest.

Her reaction to his inquisitive touch, however, had been far more violent than he'd expected. _Really, it was just a quick squeeze, she probably barely even felt it,_ he reassured himself silently, watching her from behind.

It had been jarring, to say the least—that sharp ache spreading smoothly across one side of his face before it had even registered that she'd slapped him. He rubbed his cheek, remembering the sensation. He was quickly becoming accustomed to being hurt by her, but he couldn't honestly say that he didn't deserve it. Not after everything he'd done.

It was absolutely bewildering, though, her disdain for his touch, her shrinking rejection of physical contact with him—after all, _she_ had touched _him_ first, just hours earlier, when she'd wrapped her arms around his shoulders and held him against her body. It had been her decision to do so, and he'd felt no urge to hurt her in response. Their bodies simply touched and he felt good. Logically, it would follow that touching would make _her_ feel good too… wouldn't it?

Still, he had to admit that he was not entirely sure how sensitive the human body was in that particular region, not possessing similar structures himself—perhaps he had hurt her. He bit his lip, hoping that wasn't the case. She was so much smaller than he, and that soft, vulnerable part of her had fit so neatly into the curve of his palm, had offered really no resistance at all to the pressure he'd applied, which he fervently hoped had not been excessive…

He wasn't sure what he would do if he hurt her again. Die, probably.

But no—after her initial shock and anger at his touch, she'd shrugged it off, seemed far more annoyed with him than in pain. Rather than beat him senseless, she'd sent him down the hallway then promptly ignored him, going right to sleep.

He supposed it was possible that she was disappointed in his lack of obedience. He had, after all, left his own self-appointed guard duty to fall asleep at her side, despite her silent request to be left alone. But it was almost as though his body had made the decision for him. She'd seemed so small and lonely and cold on the floor—and he'd been so, so tired. Humans _need_ sleep, surely she couldn't fault him for that.

He couldn't quite explain why he'd moved so close to her while she slept, but he also couldn't say he regretted it. The gnawing discomfort he'd felt since leaving her side slipped right away when he touched her, dissipating within seconds. Laying there with her under his arm had felt surprisingly nice. Focusing on the tiny thrill rising in his belly, he felt it spread throughout his body like her warmth. It was not unlike the strangely pleasant sensation he'd felt when he first thought of her in this new body, but it was stronger, far more potent now.

He suspected it had something to do with being so physically close to her. He could feel her skin beneath his palm, her hair on his face, so he knew she was still there with him, and he could feel her body move as she breathed, so he knew she was still alive. This knowledge put him at an ease he couldn't remember ever having felt before—not in this body, and certainly not as a core.

He wasn't sure exactly when he'd drifted off—the distinction between wakefulness and sleep, he'd found, was terribly hazy—but at some point it occurred to his muddled mind that his eyes were wide open and she wasn't wearing her clothes anymore. He pulled away from her in surprise and glanced out into the corridor, but he couldn't see her jumpsuit anywhere. The question died on his lips as his gaze fell back down to her body, still facing away from him, her hands clasped beneath her head for support. He watched her form shift slightly with each drawn breath.

Entranced, his eyes followed the slight rise of her ribcage, the dramatic flare of her hips, and the shallow, smooth dip between. She was pale and exposed and fragile. Without a second thought, his hand was on her side, fingertips tracing along the contour of her resting form. Her skin was unbearably soft. He rested his palm in the dip above her hips, fingers curled around her tiny waist, and it struck him again just how crude and ugly his hands were, especially juxtaposed against something so lovely.

Her head stirred at his touch, lifted, then turned. Before he could stammer out an apology, their eyes met, and he fell silent. Her eyes flashed with something—something _dangerous _and wild and indescribable. She looked like she might be hungry or angry but he couldn't be sure, and the confusion set his heart to pounding. Breath quickening, he made to pull his hand back, apologize, and potentially run away, but she stopped him. Her fingers—thin, dainty, incredibly strong—seized his hand, pulled it around her body to the front and pressed it roughly up against her exposed breast.

And as he pawed gleefully at the offered tissue, fingers firmly kneading its swell, he felt the now-familiar stab of an itch arising in that spot that always seemed to respond to her. Unwilling to relinquish his prize to free the thing from his jumpsuit and seek his release, he shifted his hips uncomfortably, the strain of the tight cloth offering a small measure of relief from the twinge while simultaneously making it far more unbearable.

With an irritated grunt, he thrust forward, seeking the friction of his jumpsuit, only to slam his hips hard against her bare backside, the sudden shock of contact—and the accompanying jolt running up his spine—drawing a gasp from him. Intrigued, he scooted closer to her body, wrapping himself fully around her, and repeated the pushing motion once, twice, three times, a shiver running through him at the sensation of her flesh at once resisting and yielding to his stiffness. Eyes squeezed shut, he dug his face into her hair, held his breath, and rolled his hips into hers, pressure building inside his chest until he let out a low moan.

As he increased the force with which he moved against her, he quickly became agitated by the way her body shifted with his every jerking movement, slowly but steadily being pushed away from him by his own straining hips. His hand left her breast—time enough for that later—and traveled down her torso, planting itself firmly between her legs, bracing her hips against his own to provide greater resistance—

And quite abruptly, he was awakened by a sharp pain in his abdomen and the sensation of warmth leaving his side. Panicked, his eyes flew open—weren't they _already_ open?—and he saw her crouching nearby, facing him, her chest heaving, her eyes wide. After his initial perplexity—where had she gotten her clothes from, and how had she gotten dressed so quickly?—it dawned on him that he'd been sleeping. It had all been nothing more than a strange and vivid dream, one unlike any he'd previously experienced.

But as disoriented as he was, a part of him was already very much awake.

At her insistence, he looked down at himself, and saw the familiar bulge pressing insistently against his jumpsuit. Elated, he shifted to give her a better view of it, thankful for the opportunity to finally ask the innumerable questions he had about this part of him—what was it? What did humans use it for? Why did it feel so good to touch it? And what, exactly, was the stuff that came out of it?

He knew that she very likely couldn't answer his questions with pantomime, but at the very least he needed to ask them.

But as intensely as she stared it down, as difficult as it seemed for her to tear her gaze from it, she was unwilling to entertain his questions, instead indicating that she wanted him to use his hand to make it go away. Her face was flushed, her eyes angry and accusing, and he could only stammer out an agreement to her request, unsure why she seemed so suddenly uncomfortable. Why would a human be bothered when confronted with another human body, especially a part that made them feel so good?

Confused though he was, he trusted her judgment far more than he trusted his own. He had done exactly as she'd asked and brought himself off—in record time, too—so it couldn't possibly have been that that had prompted her to enter her current state of frigid silence.

Of course, there was still the unavoidable fact that the end of it, the best part—the part that made his bare toes splay and curl and his eyes squeeze shut and all that wet stuff spill out of him—that part felt so dreadfully close to the dark, surging simulated euphoria that had shot through him as he'd forced her through his own set of deadly test chambers. The similarity nagged at the corner of his mind, knotting his stomach with anxiety.

At the time, he hadn't realized quite how much damage he'd done to her in pursuit of that euphoria, how he had so selfishly disregarded her safety to seek gratification—it was as though some part of his programming made him functionally incapable of processing or even considering the consequences of his actions. What if the same sort of thing applied here, too? What if what he was doing was something dark and terrible and destructive and he didn't even realize it, and she was disgusted with him for seeking it out so openly?

Or it could be something far less sinister than all of that. She could simply be disappointed in how ugly and misshapen he was.

He felt that was a distinct possibility.

Returning to the present, he noticed that in his anxious contemplation, he'd fallen far behind her and she was standing several doors down, waiting impatiently with her arms crossed.

"H-heh heh, sorry… sorry, just a moment, I'll hurry," he called to her, forcing the intrusive thoughts of his past life and current appearance from his mind. He moved his legs more quickly, but in his rush to catch up, his feet tangled up beneath him almost instantly and he went down, tumbling to the metal floor with a loud crash. He rolled instinctively onto his back, sucking air through his teeth at the pain—rather ineffectually, he had to admit.

She was by his side in an instant, leaning over him. He could swear he saw the faintest hint of a smile tugging at the corner of her lips, but it was gone as soon as he noticed it.

"The floor… well, it sort of… jumped up at me, there," he smiled apologetically, pulling himself to a sitting position.

She made a strange noise at that—a short huff of air, forced through her nose. She raised an eyebrow at him.

"…my legs are really tired," he admitted. "I—I think that's why they stopped working."

She pressed her lips together, looking thoughtful for a moment. She nodded, holding out her hand toward him. He raised his own eyebrow at it, mimicking her expression, studying it cautiously.

"I'm sorry, I don't have anything I can give you, you ate all of our food already…"

Her eyes rolled upward in their sockets and she reached down, grasping his hand in hers and tugging at it. He allowed her to pull him to his feet. Standing over her, he found his footing and swayed dizzily in place.

"..thank you, love," he smiled down at her.

At his smile, she looked quickly away from him, then tugged at her hand until he remembered to release it. She then continued forward, but more slowly than before.

He fell into step behind her for a while, legs still aching with exhaustion. He had fully prepared himself to ask for another rest—one during which he hopefully wouldn't end up angering her—when he saw her head snap to the right to look down a corridor he couldn't see yet.

She dashed out of sight and he followed, half-running and half-walking, turning the corner to see what she had seen—

A door.

But not a simple, wooden door like the thousands they'd already passed—a proper metal one, tall and wide and formidable, with a vertical bar for pulling it open and an electrical keypad next to it. Above it hung a green sign with some word on it he couldn't read and a picture of a man stepping through a door. He trotted up behind her as she mashed her fingers into the keypad.

The buttons depressed uselessly under her fingers, making no sound. There was no response from the keypad—there wasn't even an indication that the mechanism was still powered anymore. She let out a small frustrated growl and punched it lightly.

"No luck, huh?" he murmured, ignoring her quick glare to scrutinize the bare metal door. "'s too bad I'm not myself anymore, or I could try to hack it…"

She rolled her eyes (again? what on earth did that _mean,_ anyway?) and grabbed the metal bar, planting her leg against the doorframe and tugging with all her might. He watched with interest as the muscles in her arm tensed and jumped beneath her skin, the weight of the door thwarting her every effort to move it until finally—

It budged.

Not more than an inch of two, but it budged.

Her hands released the bar and the door slammed shut. She staggered back into him, gasping for breath. He leaned down to support her under her arms, holding her to make sure she didn't fall down, until she squirmed away from him.

"Well, it's not locked," he began, studying their formidable opponent. "You saw it move just then, right?"—a nod—"So, not locked. The keypad wouldn't really have helped us anyway, I suppose. That's good news."

He crossed his arms and stared it down for a moment.

"Well, there's pretty much nothing we can do about this, is there? I don't suppose we could go searching for another, lighter door, could we? Though this _is_ the first exit we've seen after hours and hours of walking. I suppose we could just, um, stay here until someone _else_ opens it, but who knows when that'll be…" he trailed off, noting her gaze.

She had her hands on her hips, and was staring rather pointedly up at him.

"W-what? I'm just—trying to work through this," he began, suddenly feeling the need to justify his outer monologue.

She furrowed her brow and pointed at him, then at the door.

"I told you, love, I can't hack it like this, I haven't got any of the necessary hardware. I'd need to be able to interf—what are you _doing?_" he stopped abruptly as she walked behind him and began pushing him toward the door.

She placed his hands on the bar and stood back.

"O-oh, you want _me_ to try it?" He laughed nervously. "You know, I'm pretty sure this won't do us any good—"

She was glaring again. He hated when she glared.

He turned to face the door, wrapping his fingers around the cold, smooth metal of the bar. He planted one foot against the door frame, just as she had done, and pulled. His muscles almost instantly rebelled against him, surprised by their sudden use, but he pushed past that feeling, increasing the force applied.

"—Ggggnnhhhhhthisisn'tgoingto_work_youknow—" he wheezed, the strength very quickly draining from his arms.

Just as he felt ready to give up, to return to wandering the dead corridors of the relaxation facility for the rest of his pathetic, fleshy life, he felt a sudden shift. The door slid several inches in its frame. He gaped at it, almost losing his grip on the bar.

"I-it's _opening_!" he turned to stare at her, dumbfounded.

She seemed surprised.

"WhatdoI_do!_" he cried, beginning to panic.

She swept one hand toward the door, palm-up, her eyebrows raised. He tugged harder still, and the door continued to pull open by inches at a time, the gap between the door and its frame steadily growing. He strained his muscles, jerking back against the door, pulling it open at least another foot. She tapped his lifted knee and he suddenly realized exactly why she'd put her leg there—he pushed against the door frame with his leg, earning several more inches of open space.

She slipped through in front of him and he followed, only barely managing to duck through the open door before it slammed shut directly behind him. He fell to his knees, leaning against the door, panting. She stood patiently beside him, allowing him to gather himself.

His chest rose and fell with short puffs of breath and he could feel the incessant, rapid thumping of the motor within. His arms ached terribly, and his hands—he held them up in front of his eyes—they were red and raw and throbbing, seemingly frozen in the claw-like grip he'd used on the bar.

He looked up at her.

"I—I did it." His voice was quiet.

She met his eyes.

"I _did_ it. It opened and I was the one who opened it."

She nodded. He looked back down at his hands in belated disbelief. He was confused.

"_You_ couldn't do it but I… _I_ did it."

He felt a soft pressure against the top of his head and looked up. She was lightly tapping his head with her hand, a strange gesture, but a seemingly benevolent one, judging by the small smile on her face.

He felt a flutter in his chest at the sight, a slow smile spreading across his own features.

"Oh, it was—it was nothing. Really. Psh… _doors_. Let me tell ya." he began to babble senselessly under the scrutiny of her gaze. She raised an eyebrow. "Open 'em all the time…" he trailed off with a bashful grin, looking away.

She pulled him to his feet and together they surveyed their new surroundings.

The previous trend of metal catwalks continued in this passageway, but the corridors were wider, the ceiling higher, the lighting far better than in the relaxation facility. He noticed with relief that there were now signs along the brushed metal of the walls, though their contents were a mystery to him—and there were no little stick figures that could help him decipher their intended message.

"C-can you read that sign? Up there?" he prompted her, pointing toward one—red, with words and a large arrow—along the corridor.

She followed his finger, eyes widening at the sight. She turned to him, her eyes lively and bright and—excited, if he had to guess. He hadn't really seen an excited person before. It frightened him a bit.

"I'll take that as a yes…?" She nodded rapidly. "But what does it say?"

She looked down, brows furrowed, eyes darting from left to right as though searching for words. She then shook her head and grabbed hold of his sleeve, dragging him down the hallway in the direction of the red arrow.

As they made their way toward the mysterious destination, he noticed an unoccupied guide rail curving into view above their walkway and glanced around, suddenly recognizing his surroundings. He'd visited this part of the facility quite often as a core—several engineers used to call him here to tell him what to do and what not to do while caring for the 'relaxed' test subjects.

They followed another sign pointing to the left to enter a smaller, shallow hallway with several doors on each side. She moved to open one of the doors, the metal handle turning with a soft click under her hand. She pushed the door open.

Together, they peered into the darkness within.


	8. The Room

[Part 8]

She was the first to step into the darkness.

"I really don't think this is a good idea—" he began to warn her, but she ignored him.

He followed close behind, watching her with a guarded curiosity. This was the woman who had singlehandedly defeated three omnipotent artificial intelligences—himself included. She had more than proven herself both capable and resourceful, but he couldn't help but feel a twinge of anxiety at seeing her face the unknown. She halted abruptly after they had just barely passed through the doorway, extending her left arm and feeling the wall next to the door. He was intrigued by her actions but was ready to pull her back out of the darkness should anything attack her.

Within seconds he found himself presented with two unexpected stimuli.

The first sensation to register in his mind was the abnormal texture of the floor beneath his feet. Rather than hard or sturdy or cold, it was pliable and shifted as he stepped on it, yielding to his weight by sinking down and curling slightly around his toes. It was stunningly soft and warm and—not metal at all. His pulse quickened at the revelation.

As he prepared to back out of the room and pull her with him, her arm shifted slightly, and he was very nearly blinded by a sudden flash of light, its bright orange glow overwhelming his senses entirely. He staggered backward out into the corridor, one arm draped over his eyes, grasping for her jumpsuit but failing to grab hold of it. He felt the hard metal of the floor beneath his feet, then the solid resistance of the far wall of the corridor against his back as it halted his retreat.

"A—are you okay in there! If you're okay, just… just say something! Uh, I mean—" he pulled his arm away from his face, squinting to search for her.

His head throbbed at the stream of light—it was far, far brighter than that which lit the corridors—but he forced himself to keep them open. After a brief moment of disorientation, the pain faded and his aching eyes seemed to adjust to the new light source.

She stood a few feet into the room, facing him, her form bathed in the light she'd activated. On her face, he noticed, was a rather broad smile, seemingly directed at him. She held her hand out, palm-side up, and bent her four fingers toward herself.

"Ah, good, you're… you're okay," he breathed a sigh of relief. "Couldn't see… well, _anything_, there, for a second. What are you…?" he studied her hand.

She leaned out of the doorway and grasped the collar of his jumpsuit with her hand, tugging at it to pull him forward, but he easily resisted her efforts, leaning away from her.

"No, no, nonono—not going in there. Not with all that…" he waved his hand toward the floor beneath her "…_stuff_ all over the ground."

She looked down, then up, her eyebrows drawn tightly together. She let go of his collar and backed into the room, leaning over to unbuckle her long-fall boots, one at a time, and gingerly slid them off her legs, leaving her calves and feet exposed.

"Wait, you—you can't take those off! Those are your long fall boots!" he gasped, an arm outstretched toward her, though he didn't advance past the doorway. "What if you _fall?_"

She set the boots aside, then turned to face him, her arms spread wide, looking pointedly between her feet and his eyes. He watched her dig her bare toes into the material covering the floor.

"Is—is it safe?"

She held up a hand and gestured toward him as though she were trying to will him into the room with her mind.

He hesitated.

"They never let me come back here. Back then," he added.

She raised an eyebrow, folding her arms across her chest.

"The other workers down here—the human workers—they'd call me to that rail back there to tell me what I needed to do for the sleeping test subjects in the relaxation facility. But after that they'd go back here and disappear. I tried to follow them once, but they yelled at me. I'm not sure why."

She shrugged. It was a gesture he'd often seen from exasperated workers who no longer wanted to deal with the endless stream of questions he used to pose to them, often just to make conversation—a gesture he took to mean simply "I don't know." She motioned broadly toward the conspicuously empty room as if to say, _There's nobody here to yell at you now_.

He studied her feet. Though the removal of the long-fall boots had exposed some rather painful-looking deep markings in her calves and ankles, she didn't look as though she were in any pain from her contact with the floor, he decided.

Cautiously, he stepped back inside, allowing his feet to sink into the material. It felt nice against his skin—it didn't hurt like the scratchy, hard floor in his relaxation chamber or the harsh, cold metal walkways. He stood still for a moment, staring apprehensively down at his feet.

Satisfied that the floor was safe to walk on, he turned his attention to the rest of the room.

It was fairly deep, its floor equipped from wall to wall with the same soft, off-white material. The walls were a calming shade of light blue, decorated seemingly at random with various bits and pieces of art. The room itself quite reminded him of his relaxation chamber—it possessed a large bed, covered in white cloth and several small pillows, and multiple pieces of furniture used for storage, much as his own room had. But it was bigger, its ceiling slightly taller, and it seemed considerably less affected by time than his room had been. Another door lay along a far wall, its contents hidden from their view.

"The staff dormitories…" his voice trailed off, and he noticed her look. "_That's_ what the sign said, isn't it? That's what got you so excited."

She nodded in affirmation, closing the door behind him. He wasn't sure exactly who she thought might follow them inside.

"I don't understand why these rooms look so much nicer than the relaxation chambers," he mused, looking around, "…unless this section of the facility was sealed off better than the other." He frowned slightly. "That wouldn't make very much sense."

She shrugged again and made her way toward the inner door, depositing her portal gun on the bed as she passed it. He followed her uneasily.

"It is a bit eerie in here, isn't it?" he continued. "I mean, just think of it, everything in this room is exactly the way it was the day they all died." He couldn't suppress the light shudder that shook his frame. He rubbed his arms with his hands, feeling tiny bumps rising under his own skin.

She paused to look back at him, her expression somber, before reaching out and grasping the door handle. She pulled it open and fumbled again with the wall just within the door. Another flash of unexpected light—a colder, whiter light than before—and the new space was illuminated. He stepped up behind her, observing the room over her head.

It was far smaller than the outer room, its surfaces mostly bare, white, and gleaming with a shine that reminded him of the sterile, immaculate laboratories he'd seen when he was first switched on. The floor appeared to be made of small, square tiles, though a portion of it was covered with a red rectangle of a material that closely resembled the floors of the outer room.

Along one wall stood a row of short cabinets, topped near waist-level by a white countertop with a dip in the middle, adorned with silver ornaments. Several unfamiliar items were scattered on its surface. Opposite this stood a tall box-like enclosure, white at the bottom with semiopaque glass panels above.

Entranced with the strange new room, he only barely noticed the small, desperate noise that rose in her throat as she stood before him—but he noticed it. It sounded similar to one she'd made during a test chamber, after a particularly nasty fall. His eyes fell to her and he saw that she was shaking.

"Is—is something the matter?" he reached his hand out to touch her shoulder. Surprisingly, she didn't move away. "Are you alright?"

Slowly, she turned her body toward him. His hand fell away at the sight of her face.

Her eyebrows were drawn tightly together, a tiny crease between them, her mouth pressed in a thin line. The skin of her face was quite flushed, and it seemed to him that her eyes were far too wet—a bead of water gathering at the corner of one eye escaped its confines and tumbled down her face, followed quickly by more.

"Oh, no… no, love, don't do _that_…"

He knew what this was—this was that terrible, painful thing that had given him so much trouble before, that had knotted up his stomach and kept him from speaking. And now _she_ was feeling it too?

He reached out to dab at her face with his sleeve.

She blinked hard, forcing more of the water out of her eyes. Her lips curled into a wide grin and she took a step toward him, wrapping her arms tightly around his waist.

Stunned, he remained still as she dug her face into his chest, unsure of what to do.

_Well, it's certainly more efficient than the sleeve,_ he decided to himself.

He hesitantly lifted his arms to return the embrace—it seemed the proper thing to do—but paused, remembering her earlier reaction to his touch. Still, hadn't it been contact with her that had helped him through this very same problem?

He settled for pressing one hand against her upper back, the other hovering awkwardly nearby.

She pulled away from him, her face red and moist, and dashed into the smaller room toward the low counter, her feet padding softly against the floor. In her haste, the mat slipped beneath her and she very nearly fell to the ground, but she managed to catch herself on the counter and position herself in front of it.

He approached her cautiously, watching her fiddle with the silver bits at the edge of the dip. He was thankful for her near-obsession with the countertop, which successfully distracted her from his tiny, panicked jump at what he very quickly realized was merely the image of himself in a mirror—again.

A quiet sputtering sound emanated from the larger part in the middle, and they knelt down to watch it, her eyes wide with anticipation, his with dread.

Within seconds, the sputtering grew in volume, and very suddenly a strong, clear stream of water began to flow from the apparatus. She lunged forward, cupping her hands under the stream, gathering the water up and splashing it against her face repeatedly.

He stood back and watched.

After the twentieth splash—he counted—she stepped back from the counter, turning part of the apparatus to halt the flow of water. Face dripping, she dug inside the drawers and cabinets under the counter before pulling out a small piece of cloth and rubbing her face with it.

She let out a deep breath and stepped back, cloth in hand, to stare into the mirror with him.

They made a remarkably odd pair, he had to admit, now that he could finally see the two of them side-by-side. For all her curve and muscle, she seemed just wisp of a girl next to him, the top of her head now reaching decidedly beneath the level of his chest, with her long-fall boots removed. He seemed even lankier than he had before, in comparison to her, the image of his head cut off by the top of the mirror. His long, thin limbs jutted out ridiculously from his orange-clad body.

And his face—oh, god, his face. He leaned closer to the mirror.

His eyes, as wide and manic as ever—he sincerely hoped he hadn't given that look to _her_ at any point—were bordered from below by quite distinct dark patches, slight wrinkles carved into the skin beneath his eyes adding to the unfortunate tableau. He reached up to rub the bottom half of his face, the short, stiff hair scratchy beneath his fingertips. It seemed to have grown in in patches, sparser in some areas than others, its tawny color blotted with the odd hint of grey. He wasn't sure why that troubled him, but it did.

He glanced at her through the mirror, catching her amused smile.

Even with her face all red and puffy, even with her hair matted and tangled and now a little bit wet, she was breathtaking, positively breathtaking. The contrast between her pale skin and her blush, the smooth but strong lines of her face, the soft, pink curve of her smile… he looked away.

She approached him from behind and gestured toward his face.

"Hmm? What's the matter? I mean, other than… all of this," he muttered, gesturing toward himself.

She rolled her eyes at that—he would really need to figure that one out, she used it so often—and reached out to rub her fingertips against the hair on the bottom of his face.

"Oh, that? Yeah, don't ask me, I have no idea what _that_ is. I never saw anything like this on any of the engineers or test subjects." He backed away from the mirror, turning to her. "Is there something wrong with me?"

She shook her head with a quiet laugh and set to rummaging within the cupboards again. Soon she emerged with a small metal container and an even smaller tool in her hands. She tilted her head toward him and then toward the countertop.

"You want me to get up there?" he asked.

She nodded and set the items down.

With a quiet thrill—he was getting so _good_ at understanding her!—he turned around and hopped onto the counter next to the water place, his legs swinging free above the floor. He found himself at precisely her eye level.

She nodded in approval and activated the water again, wetting her hands thoroughly before bringing them up to his face. He cringed—a lifetime spent in abject fear of water was difficult to forget—but allowed her to pat at his face with her wet hands, spreading the water over his cheeks and chin. It was a truly odd sensation, her hands pressing and shifting the rough hairs on his face. Another dip in the water, and she gave the same treatment to his jaw and throat. He shivered as a few droplets of water traveled down past his jumpsuit to his chest.

Seemingly satisfied, she turned to the small container, removing its lid and emptying a large amount of what appeared to be a white foam into her hands. She spread the foam across the bottom of his face and the top of his throat, covering the skin and hair in the creamy substance. It had a very sharp smell—not unpleasant, but strong.

She wet the end of the apparatus—a small, thin stick of plastic with a flat part at the end—and brought it to the side of his face, pressing it against his skin and pulling it downward.

"So what exactly are you doing—" she pulled her hand away quickly. She looked alarmed. "What, what's the matter?"

She frowned and held a finger against her pursed lips.

"I'm sorry?"

She pinched her forefinger and thumb together and slid them horizontally across her lips.

"W-what?"

She sighed and reached forward, clamping his lips together with her fingers.

"_Mmmmmhhh_!" his noise of revelation, muffled though it was, seemed to satisfy her, and she released him. "You don't want me to talk?"

She nodded.

"Well… alright," he assented, and fell into an impatient silence.

She lifted the apparatus to his face again and dragged it along his skin, and he focused on the rough resistance of the hair against its movements. After washing the foam off the end, she came back and dragged it along the same spot.

He fought the urge to ask her just what she thought this would accomplish, hoping that in time her plans would be revealed. Whatever she was doing, at least it didn't hurt.

Minutes passed in silence, he obediently remaining very still, she pushing and tugging and rearranging parts of his face to allow the apparatus to work properly on him. He watched her closely, suppressing a laugh at the way her mouth opened and closed as she worked, shifting idly in her concentration.

With little to do but think, he couldn't help but wonder about the nature of this particular form of touching—she didn't seem particularly happy about it, but she most certainly wasn't angry or annoyed at the contact. Nor was he.

Finally, after ages of waiting, she seemed to be finished with him and pulled him off the countertop, pushing his face down toward the dip. She reactivated the water, splashing it on his face and neck, then reached down and patted his face with the cloth before pulling him back upright.

She removed the cloth from his face and he gaped at himself in the mirror.

It was gone—_all_ of it!

His hands flew instinctively to his newly smooth face, rubbing at it. Not a hint of the hair remained—just skin. Just like her.

"What did you _do?_" he exclaimed, turning to her. "This feels _amazing!_"

She shrugged with a smile, holding up the apparatus.

"Now I look like one of the scientists!" he grinned, rubbing his chin as he'd seen them do on many occasions.

She laughed silently, replacing the items in the cabinet.

"You know, I never knew humans had hair in so many different places…" he trailed off, looking downward at himself. "Are we supposed to—?"

She shook her head quickly.

"Oh."

He paused in silent contemplation.

"I've never seen you do any of that before, and your face is totally smooth. How do you do that?" he asked, cupping her cheek in his palm and rubbing lightly with his thumb. He couldn't feel a thing.

She pulled away from his hand, eyes averted.

"Sorry, sorry—" he pulled his hand back quickly. _Bloody hell…_

But she seemed to forget the touch almost instantly, her attention now caught by the boxlike receptacle at the other side of the small room. She stepped over to it, sliding one glass door to the side, and peered inside.

He followed her.

It was a claustrophobic little space, similar in shape to the personal cryogenic storage units he'd occasionally seen test subjects stored in, with a smooth, rounded white floor and several silver bits—quite similar to those on the countertop—at one end. Another silver part was mounted at the top of the wall above the others and various containers and items lined the short walls at the bottom of the vessel.

She reached down to fumble with the thing, and again, after a short period of dry sputtering, water sprang forth, crashing against the bottom of the box and draining away. She adjusted something at the bottom and it began to fill the container.

She stepped backward and pointed first to him, then inside.

"I don't really think I want to get all wet—"

She repeated the motion, her brows furrowed this time.

"You have to understand, love, I'm just not comfortable with the idea of all that water—"

Her hands found their way to her hips and she glared.

Reluctantly, he stepped inside, cringing as warm wetness began to soak into the legs of his jumpsuit. He was pulled back out almost immediately.

"What? First you want me _in_, now you want me _out_, which is it?" he asked, exasperated.

She gestured toward his jumpsuit, pointing at the zipper, then downward.

"Wait… you want me to _take it off?_" he was aghast. He'd never taken it off—at least, not fully. He didn't like the idea very much.

She nodded, then turned her back to him.

"Take it off? J-just like _that?_" he was still in shock at her suggestion. First, she wanted him to subject himself to water—and now, to subject himself to water while completely unprotected?

She held her thumb up at him without looking back.

It was probably an affirmative, he decided, and reluctantly pulled the zipper down, shivering a bit at the rush of cool air against his skin. He managed to pull his arms out of the clothing, then his legs—one by one—but not before smashing his head against the door of the box during his struggle.

He let the jumpsuit fall to the floor and glanced at the mirror—oh, god, it really looked that much worse without anything on, didn't it? He could see her lifted hands covering her eyes as she stood facing away from him—double protection. A smart move, he decided.

"So I just, uh… just get in it, then?" he asked tentatively, and saw her nod.

He stepped carefully into the box, the heat of the water enveloping his ankles and calves. The receptacle itself was nearly full of water.

"N-now what?"

She turned to peek at him between her fingers, then closed them again and held her hand out toward him, palm flat, and motioned downward.

He sat down in the water, marveling at the way it swirled and coursed around his body, lifting and flowing with his every movement. And it was warm, amazingly warm, the heat of it flowing up into his body and settling comfortably within chest and head. He breathed in deeply—even the air felt wet and warm, he realized—and closed his eyes.

He sighed.

She blindly reached down to stop the water flow and started for the door.

"H-hey, wait, wait a minute…" he called after her. "How long do I have to sit like this?"

She paused, then turned, her hand leaving her face. She studied him carefully for a moment.

Though he was fairly certain she could see very little of him from her position, he covered himself with his hands, not wanting to agitate her as he had earlier, back in the corridor. She approached him and seemed to notice this, a small smile playing on her features, before she reached down and picked up a small rectangular object and held it out to him.

He took it in one hand—the other still carefully protecting her from what she obviously did not want to see—and placed it in his mouth, tentatively gnawing at it.

His face wrinkled and he spat it out.

She snatched it back out of his hands, eyes wide, then knelt next to the vessel with a sigh. He watched as she dipped the thing in the water, wetting it, and spun it about in her hands, rubbing it to produce little shiny bubbles on her hands. She held the bubbles out for him to observe, then rubbed her hand on his arm, depositing them there. She splashed at his arm with the water and the bubbles were gone.

He watched her quizzically, hands protectively clamped over himself.

"What on _earth_ are you doing?"

She impatiently took hold of his shoulders and pushed, shifting his body so that he faced away from her slightly, then repeated the motion, this time spreading the suds over his shoulder and upper back. After the initial contact, she paused briefly, then continued to work the bubbles into his skin, sliding her wet palm across his shoulders, digging her fingers gently into his flesh. She kneaded at his sore muscles for a moment—he shuddered—then her hands migrated toward the middle of his back, massaging the skin along his upper spine.

She seemed to focus on that spot, her fingers pressing and probing and rubbing the flesh there. He craned his neck to see what she was doing, but couldn't make it go far enough and gave up. Her hands traveled up his neck almost to the base of his skull, still digging insistently into his skin. He couldn't quite understand the point of it all, but it felt good, it felt really, _really_ good.

It felt a little _too _good, he realized, staring with dread down toward his hands. His face flashed with a sudden heat.

"Yes, well, thank you very much for the, ah—the instruction. Very valuable," his voice cracked as he called over his shoulder, hunching his back to her. "But I—I think you should go. Now."

Her hands left his back and he listened to the padding of her feet as she left, eyes fixed on his lap. As the door clicked shut, he relaxed, removing his hands to glare in annoyance at the thing.


	9. The Bath

**A/N: **Oh my goodness! The reviews just keep getting nicer and nicer.. aww. I don't usually do lengthy author's notes, but I'll make an exception to respond to a couple of you who had questions—

**Zabchan**: I'm so totally flattered and pleased that my story inspired you to draw—and those are both absolutely adorable pictures, as well as the other one you shared. Thank you so much!

**Byn**: You got me there, she IS tan in the game. While writing I looked up the woman her model is based on and found some pretty pale pictures on which I based my descriptions … plus, the whole being-underground-for-who-knows-how-long thing seems like it would lead to paleness. Artistic license, I guess!

**Hinkpink**: I would love for you to do art of it! For future reference, nobody has to ask me for permission, you just have to make sure to share it with me!

**witchjuliana12**: I'd say he's in his mid 30s, but maybe prematurely graying due to the stress of being an accountant for Aperture Science…

**Amputation**: I'm going with her voice having been damaged by the cryogenic process, at least for the purposes of this story.

Phew! Okay, here's the next chapter, and for future reference, the rating is for 'adult' situations.

* * *

**[Part 9]**

She closed the door quietly behind her, drying her wet hands on his discarded jumpsuit. Through the door she could only barely make out a snippet of the muffled grumble that emanated from the tub:

"—oody thing won't bloody stay _down_—"

She stifled a laugh and collapsed face down on the bed, exhausted. She allowed her muscles to relax, remaining perfectly still, inhaling deeply the ancient staleness of the bedcover beneath her. Though her legs ached horribly, she knew she could not yet rest—there was still work to be done. But she could allow herself this small indulgence, if just for a moment.

For the first time in her recent memory she had found hot, running water. At the discovery of the bathroom itself, she hadn't been able to control the flood of joy that had so overwhelmed her. It had brought her to genuine tears, leaving her unable to do anything but cling to him in silent, unexpressed gratitude. And when the water finally came on, she had felt warmth, true warmth—not just the kind that came from dangerously close calls with energy pellets and laser beams.

Carefully, she turned over and stared up at the ceiling, her legs throbbing where the long fall boots had fit so tightly over them.

Aside from giving her an opportunity to wash off the years of grime and sweat that had accumulated on her own body, the bathroom offered her two other opportunities for which she was absurdly grateful.

First, it gave her the chance to give Wheatley a bath—or at the very least, a vague approximation of one—a course of action she'd decided upon immediately after burying her face in his chest.

Second, it gave her some much-needed alone time. For the moment, his attention was focused on something other than her, and she hoped that he could be counted on not to wander off by himself naked and wet. She felt it unlikely, though, that he would finish any time soon, if his look of utter bliss upon entering the bath were any indication.

With this distraction, she would be able to search through the dormitories lining the hallway, pick through their contents, and collect what supplies she could find, a task she knew would take ages with him hovering over her. As flattering as it was to constantly be the center of his attention, she found looking after him somewhat exhausting.

While he hopefully took her advice and washed the rest of his body, she would slip out of the room unnoticed, clean their clothes, search for food, and take a shower of her own.

She hoped he wouldn't drown in the meantime.

With this plan in mind, she rose from the bed and left the room, jumpsuit in hand, pausing at the exit. Through the bathroom door at the other end of the room she could hear the splashing of water. _Either he's playing with the water, or he's playing with…_ she thought to herself. In any case, he was occupied, and—she hoped—would not finish in time to find himself alone in the room and believe himself abandoned.

She poked her head into the short corridor and, satisfied that the area was clear, ducked into a door across from his.

The room was essentially identical to the previous one—it seemed interior design was not Aperture's strong point, at least not in the living quarters of its employees—though it was considerably messier, the sheets of the bed in disarray, the clock knocked off the nightstand.

She shivered.

He had been right to call the place eerie, she decided, studying the belongings of a person she would never know. Books and magazines littered the nightstand, framed photographs of strangers arranged in vague clusters on the dresser. Tossing his jumpsuit on the bed, she began to sort through the drawers and cabinets around the room, finding women's clothing and various other items. She tossed these aside, seeking any nonperishable food she could find.

Thus occupied, she allowed her mind to drift back over the events of the past few hours.

She could admit to herself that her cold demeanor toward him had been somewhat excessive. For the better part of five hours, she had pointedly ignored his every attempt to converse with her, opting instead to glare him into an uncomfortable silence. All she had wanted, though, was peace and quiet, uninterrupted by the voice that had moments earlier been breathlessly moaning her name.

Confronted with the hormonal rush his not-so-private episode had stimulated in her, she had grown agitated, anxious, jumpy. Eager to maintain the distance between them, she had stalked ahead at a pace that obviously far exceeded his capabilities, leaving him a huffing, sweaty wreck when he finally slowed down and ended up tripping over his own feet. And he had seemed so embarrassed at that, so apologetic for holding her up—when it was really her fault he'd fallen in the first place.

She frowned to herself, pulling open another cabinet to find nothing of use.

So she had shown him a bit of mercy and slowed her pace, but the exhaustion in his step was still impossible to miss. And when they'd been confronted with a door far too heavy for her to open, he had been ready to simply give up. But after her prodding, he'd succeeded where she had failed, his longer limbs and taller stature providing just enough force to pry it open long enough for them both to slip through. And after, as she had observed the mess of a man sprawled against the door, she'd seen something change in him.

She reached deep into a cabinet and felt her fingertips brush against something metal. She extracted it—an unmarked can—and tossed it on top of the bed before digging deeper and finding more.

Disbelief, joy, pride, and embarrassment—his face had shifted rapidly through each emotion as he realized exactly what he'd accomplished.

It seemed that he'd truly believed that there was nothing she couldn't do—or, that if there _were_ something she couldn't do, then it obviously couldn't be _done_. At the revelation that there was indeed something he could do that she couldn't, he'd puffed his chest up with pride, and she couldn't help but be reminded of the way he'd expanded his hull to appear larger when he first gained control of the GLaDOS chassis.

But there hadn't been a hint of malice in the man as he grinned wide-eyed at her from the floor—only a candid glee at finally contributing something substantial to their effort.

She pulled a few sealed pieces of beef jerky from a drawer, depositing them on the bed with her other spoils.

Having exhausted the room's resources, she made her way toward the bathroom, carrying his jumpsuit in one hand and untying the arms of her own as she walked. When her feet hit the cool, tile floor, she peeled her tank top off and dropped it, followed quickly by her bra. Bending to turn the tap to its hottest setting, she shimmied out of the grubby orange jumpsuit that seemed to cling to her like a filthy second skin, then tossed it to the floor with his. She tore the tie out of her hair and knelt at the side of the tub, watching the water fill the basin, breathing in the steam.

She climbed into the bath when it was nearly full, gritting her teeth at the scalding temperature while sinking her body slowly and steadily into the water's embrace.

For a brief moment she felt the urge to cry again, but she fought it, instead opting to slide her body forward and fully submerge her face beneath the water. Only when it was absolutely necessary did she surface for breath, propping her head against the wall at the edge of the tub and relishing the indescribably gratifying sensation of being soaked from head to toe in water.

A part of her wondered exactly why she had been allowed this comfort, as though GLaDOS herself had something to do with it. She found it—not odd, but suspicious, and fairly worrying—that the AI had made no further attempt to capture or even contact her following her daring escape through the air vents. It was uncharacteristic of her to give Chell even a moment's peace, let alone several hours and the opportunity for a nice, warm bath.

She slid further down into the water until only her face remained exposed.

GLaDOS was far too smart, far too resourceful, and far too spiteful to have ignored her—and _him_—for this long. Even if the AI were still occupied with repairing whatever damage he had done to her facility, surely she possessed enough excess computing power to continue to pursue her favorite prey.

But if she had learned anything during her time at Aperture, she had learned to appreciate fleeting moments of respite and relaxation, wherever and whenever they came. Regardless of what faced them both in the future, she felt that they were safe there, if only for a short while, and she was determined to wring what rest she could out of the situation.

Pushing the thought of her nemesis aside, she sat up in the bath and grabbed the soap, lathering it up in her hands. As she scrubbed, delighting in the fresh scent of the ages-old soap against her skin, her thoughts returned to the other bathroom.

When he had stared in disbelief at his own reflection, it had struck her again just how expressive his face really was, how irrationally similar his features were to the simple shifting plates that had once comprised his full range of expression. With no reason to hide his own emotions, and likely no knowledge of the concept, watching him was like reading an open book.

He'd seemed utterly miserable to see himself, leaning in closer to the mirror to rub at his sunken eyes, to scratch at his growing stubble. And as he glanced back at her through the mirror that expression had shifted from one of pure guilt to—well, she couldn't quite name the expression itself, but his gaze had softened, his eyelids drooping, his eyebrows arching upward in the middle as he gawked unabashedly at her.

She rinsed off her arms and torso and began the process again, working the soap into a rich lather and reapplying it to her skin.

It had been obvious to her that his facial hair both confused and bothered him, and she'd been glad to give him a hand in that regard, hoping it might help ease away that miserable look of self-pity he always seemed to favor. After a misstep during which his urge to speak very nearly caused her to slash his face open, he'd caught her hint and obediently remained stock still on the countertop, not budging an inch until she finished, his wide eyes studying her face as she worked.

She sank back into the bath and rinsed again, then located a razor and shaving cream in the tub and went to work on her legs.

Somehow—for the life of her, she couldn't figure out how—she'd grossly underestimated his understanding of hygiene. For a former robot that had been tasked with caring for the bodies of thousands of humans, he was almost entirely uninformed about the human body. He seemed to grasp several simple concepts, including rest and eating, but upon being asked to take a bath he had been dumbfounded. She supposed it made some sense that the engineers who built him had kept him away from water entirely, given that his internal components had likely been far from waterproof, and that he had apparently been designed to make poor decisions.

Even so, she had rather naively assumed that he would be able to sort things out on his own, but his sampling of the bar of soap had proven her quite wrong. For the sake of making her companion easier to be around, she was willing to demonstrate the technique to him, though his sudden streak of bashfulness surprised her.

She rinsed her legs off, running her hands up and down the freshly smooth skin, before wetting her hair and applying a copious amount of the best-smelling shampoo in the tub.

Carefully, very carefully, he had covered himself with his hands, shielding her from seeing again what she had already witnessed in excruciating detail. He had been nervous at her approach, his eyes darting left and right and never quite settling on her, as though she were some animal preparing to attack him. She couldn't blame him for his nervousness, though—not after her violent reaction to his previous display of skin, out in the corridor.

She couldn't imagine the mixed signals he was receiving from her alternately rejecting and accepting his new body. With no voice to explain herself, though, she could do nothing to aid him in his confusion.

She had felt a twinge of something at seeing him cowering in the tub, avoiding her gaze, which she'd ignored in lieu of teaching him about soap. But now, in private, scrubbing the shampoo deep into the roots of her tangled hair, she felt it again, and could properly identify it—it was guilt.

As crazy as it seemed, it almost felt as though she'd spoiled something in him, something pure and honest. For the sake of her own inhibitions she'd taught an innocent to feel ashamed of himself, to feel insecure in his own skin, to fear physical retaliation for offenses he couldn't even begin to comprehend.

There was nothing appropriate about what he'd done, nothing at all—and she still felt justified in her reaction to him—but that didn't keep the sight of his anxious confusion from making her feel like an utter monster.

She leaned back to rinse her hair off, then opened the plug of the tub to allow the water, darkened now with her grime and dirt, to drain away. After the tub emptied itself, she leaned forward to turn the faucet on again, as hot as the system could manage, and switched the shower on. She didn't bother to stand, instead lying back down under the calming spray of the water.

He hadn't seemed to grasp the concept of washing upon her first attempt, so she'd decided to help get him started by washing his back, a surface he likely wouldn't have been able to reach on his own anyway. But upon placing her hands on his back, she'd paused, noticing something odd, something worrying, and moved closer to inspect his skin.

Arranged at precise intervals along the upper curve of his spine and neck had been several small, red marks—wounds, she realized, as she studied them closer. Tiny, perfectly circular punctures studded the skin to the right and left of his spine, the surrounding skin flushed pink with irritation.

She had gently prodded one with a finger—they were not open wounds, she had decided. They were at least partly healed, but they still seemed fresh, possibly fresh enough to hurt. But he gave no obvious signal that her exploration hurt him, so she had continued to scrub, lightly massaging his tense muscles with her soapy hands as she examined the markings, his whole body rocking with a light shudder at her touch.

At this reaction, rather than feeling awkward or disturbed—either, she felt, would have been quite appropriate given the situation—she had felt a surge of satisfaction and something quite a bit more visceral settling in the pit of her stomach. And as curious as she had been about his markings, she knew that she had continued her demonstration for less than academic intentions.

Rolling her knuckles into the tensed muscles of his upper back, she had slowly drawn her hands in closer to his spine, lathering up the skin surrounding the strange markings, fingers wandering upward to his neck and finally to the base of his skull. She could see still more reaching past his hairline, dotting his scalp beneath his hair, but before she could investigate any further, he had curled his back away from her and politely requested her to leave, avoiding her gaze.

And so she'd left him to his own devices, aghast at her own thoughts, scooping up his jumpsuit along the way. Her pulse had raced and her knees had felt so weak at having again—perhaps a bit intentionally this time—evoked such a reaction from the man.

She rubbed herself absently beneath the showerhead, thinking of him.

He was not muscular, not in any sense of the word. His arms were long and thin, his ribcage easily visible beneath his flesh despite his slight gut. But still there was a presence, an indescribable _solidity_ to his body that came partly from the sheer inelegant height of him towering over her, and partly from the honesty and physicality with which he engaged the world around him, herself included.

Perhaps it was merely his physical presence that so affected her—as far back as she could remember during her solitary imprisonment at Aperture, she had ached for the sensation of a warm body close to hers, living, breathing, simply holding her. The tactile deprivation she'd suffered had so infested her mind that now, confronted with the first living human she'd seen in years, all she wanted to do was to cling to him and never let go—escape be damned. It didn't help that he was so excruciatingly_ male_, the deep timber of his voice affecting her far more than she felt it should, the smell of his sweat enough to drive her body wild—

She bit her lip, fingers delving gently into herself.

She couldn't shake the feeling of shame she associated with actually needing someone else. She had spent so much of her life being independent and strong, fiercely defending herself against all outside forces. She had never needed anyone before, and she _knew _she still didn't need anyone… so why did her body seem to think it needed _him?_

Shifting a bit under the stream of water, she drew a leg up to give herself better access.

It probably didn't even matter that it was _him_, she mused, only that it was _someone_, someone for her baser self to strive towards, someone to use to fulfill that neglected part of her. At the end of the day, he was still the human embodiment of an AI that had very nearly murdered her. She had to be insane to even entertain such thoughts about him—

She sank another finger in, gritting her teeth, probing herself roughly to the thought of his hands replacing hers. Her free hand wandered to cup her breast and she shuddered.

—insane and depraved and _completely_ out of line.

Still, she rationalized, with the small portion of her mind not currently replaying the unwitting show he'd given her in the corridor, she could not bring herself to believe that it had really been him trying to kill her then. It had been his voice berating her, urging her to risk life and limb for his own sick, simulated version of pleasure, and his voice that had outlined his elaborate plan to destroy her, but she firmly believed that the GLaDOS chassis had driven him to that point, changing him, poisoning his rational thought.

In the time she had spent with him following his transformation, she'd seen no hint of the spiteful, greedy monster he had once been, only a man filled with remorse and a yearning need to help her, to make her happy. And a new penchant for admiring her body at every opportunity.

She groaned quietly, pumping her fingers in and out, shifting her hips in rhythm with her hand.

It would be so simple for her to satisfy this urge, to debase herself in front of him in the pursuit of her own pleasure. If she took what she wanted from him, she knew it would confuse, possibly even frighten him, especially after her earlier reprimands, though she knew he would not have the willpower to resist her advance. There was no chance that he could possibly understand what she wanted to do to him, let alone its implications or its consequences. But she also knew that, at least on some level, he wanted it too, even if he couldn't put that want into words, even if he couldn't understand what it was his own body desired from her.

A part of her wanted simply to push him down onto the bed in the other room and mount him, to shove him inside—she gasped, her free hand rushing to massage her clit—to do things to his body he couldn't even imagine, just to see the look on his face as she did it.

She felt a twinge of guilt at the thought. Hadn't she just felt regret for her defiling of an innocent?

No, she knew that she could no more force herself upon him, could no more use him as he had once used her, than she could allow him to come to physical harm. He was fragile, both emotionally and mentally, and she couldn't imagine what such abuse could do to him, especially after she'd singlehandedly taught him to fear his own pleasure. No matter how much she wanted to use his body for herself, she couldn't stand the thought of how it might change the way he always looked at her—that guarded, anxious smile…

She slowed her hands to an excruciatingly deliberate pace, her chest heaving with deepening breaths.

He was so completely trusting of her, so much more genuine and open with her than anyone else in her life had ever been. He relied on her utterly for his safety, his continued existence, and it was her fault, not his, that her body felt that way—even though it was purely biology, nothing she could ever hope to control. But she could no more ignore the tiny thrill that rose in her whenever he casually touched her than she could ignore the disappointment she felt when she forced herself to pull away, if only to keep herself from leaning into his touch.

There was no logic to this want, this need that consumed her, only her body and its traitorous chemicals ebbing and flowing at the thought of his hands pawing at her skin, his lips clumsily meeting hers, his eyes wide and curious while exploring the most personal parts of her body, his eager flesh straining and pulsing hot beneath her hand as she guided it into herself to show him what it was really used for—

She tensed, her walls seizing and grasping at her frantically curling fingers, her back arching desperately under the force of her sudden orgasm.

Exhausted, she lay still for a moment, allowing the shower to wash away the evidence of her self-pleasure. Temporarily satisfied, she could feel her muscles relaxing, her mind releasing the guilt and confusion of its own impulses.

She sat up suddenly, wondering exactly how much time had passed since she'd left him. She was immediately struck with the image of him panicking—probably crying, too—at the discovery of her departure. Head swimming, she shakily stood and rinsed her body off, then jumped out of the shower, toweling herself dry. She filled the bath with a shallow volume of water and several different soaps, hurriedly agitating the mixture to create enough suds, then dumped their respective jumpsuits into the water to soak.

On her way out of the room, she quickly dressed in some nondescript, grey clothing—Aperture Science Employee Slumber Apparel, they were helpfully embroidered—and grabbed a handful of food to bring back to his room.

She breathed a sigh of relief upon crossing the hall to hear him still in the bathroom, though she noticed that the shower was now running. She was mildly impressed at his accomplishment.

She dug through the drawers in the room—considerably neater than the other one—and located some male Aperture Science Employee Slumber Apparel, draping the clothes over the bed.

Soon, she heard the water stop, and a succession of loud, worrying thumps resounded from within the bathroom, but she resisted the urge to investigate, preferring to maintain his newly desired privacy. After a few more minutes his face emerged, sheepish, peering through the cracked door, his soaked hair matted on his forehead.

"I'm, ah, I'm finished…" he began. "And I'm not sure if—if I'm using this right," he admitted, pulling the door open further.

She smiled.

He was still dripping wet from head to toe, and essentially nude, though there was a bath towel clutched against—rather than draped around—his waist, presumably to cover himself.

"I-i-it's really _cold_ out here!" he seemed surprised, his shoulders hunched pathetically against the cool air.

She walked up to him and, turning her face away, took the towel, then wrapped it around him, securing it tightly with a deft fold.

He looked as though she'd just performed a magic trick.

"Oh, wow, look at that! Stays right on, doesn't it?" he rotated his hips a bit, causing the towel to flare out like a skirt. "Still cold, though…"

She pushed past him into the bathroom and took another towel, then returned to him and began to dab the water from his skin. Quickly making the connection between dryness and warmth, he took the towel from her and finished the job himself.

"I forgot to mention, my jumpsuit is gone, and I don't have anything else—" he paused, staring at her. "Yours is gone too." She nodded. "Did you take mine?" She nodded again. "But what am I supposed to—"

She held the clothes out to him and turned away. After a few minutes' struggle, he managed to dress himself, and informed her that she could turn around again.

She suppressed the laugh that quickly rose in her throat at the sight of him. The pajama bottoms were far too short for him, their legs ending at least six inches above his ankles, and his shirt was a similar situation—a thin strip of his pale belly was visible above the waist of the pants.

He frowned. "These aren't very comfortable to wear."

She shrugged and sat down on the bed, gesturing to him to join her. He climbed onto the bed and lay down immediately, stretching his legs and digging his face into a pillow.

She pulled him back up.

"What?" he yawned as she repositioned him. "I thought you wanted me to go to sleep. That's what beds are for, right?"

Ignoring his innocuous comment, she opened a few strips of beef jerky and cans of what turned out to be green beans. She held some food out to him.

His eyes widened and he snatched the food out of her hands. She watched as he hurriedly stuffed it into his mouth, feeling more than a little guilty at having eaten so much of their previous haul. He seemed absolutely famished. Slowly breaking into her own meal, she observed as he nearly choked himself several times in quick succession before finally remembering to pace himself.

Halfway through her tough, yet somehow still edible jerky, she noticed that he had closed his eyes and was now chewing slowly at the food, his brow furrowed in concentration. Probably focusing on the flavor, she decided, wondering exactly what it would be like to suddenly gain several new senses. A low, quiet noise sprang from his throat—a thoughtful hum—and he swallowed. She shivered at the sound.

He opened his eyes again and seemed to notice her stare, face flushing immediately. He turned away and continued to eat, repeating the strange ritual with the vegetables. He peeked at her after he finished and saw that she was still watching him.

"Is—is something the matter?" he asked, hesitantly.

She snapped from her trance and shook her head, then looked away.

At the conclusion of their meal, she was sated, but exhausted. She noticed his head bobbing as he began to fall asleep while still sitting upright. Pulling him to his feet, she drew the covers back, then gestured for him to lie down. She tucked the covers beneath him, trapping him in the snugness of the blankets. His eyes were nearly closed already.

She started for the door.

"Wait."

She paused, looking over her shoulder.

"Y-you don't have to sleep in another room," he mumbled. "You can sleep here, it's okay."

She sighed. There was really no way to make him understand why she needed her space. She shook her head, pointing toward her chest, then the door.

"I'll make room," he pressed, moving to one side of the bed. "Please don't go."

She shook her head again, tearing her gaze from his woeful eyes.

"Alright. 'sokay," he assented sleepily. "I'll just be here… if you need me."

She crossed the hall to the other room, curled up under the covers, and fell asleep.

**A/N:** What's that? You want action and intrigue? Well, too bad! You'll get introspection, rationalization, and masturbation. And LIKE it!

(This was my favorite one to write so far, hee)


	10. The Voice

**[Part 10]**

Wheatley awoke with a start, his head throbbing with pain.

As the familiar ache refused to subside, he realized with growing unease that he wasn't sure exactly where he was.

Wherever it was, it was dark—but not the familiar partial darkness of the facility's countless abandoned rooms and walkways, always lit by the chance piece of operational equipment or the occasional functioning light bulb. This was a darkness more profound than any he had ever experienced; it was the complete absence of light, a black void that enveloped him entirely, seeping into him as though it were a living thing. As hard as he strained he could see nothing, and the longer he tried, the less certain he became that his eyes were actually open.

Unnerved, he tried to use his flashlight to chase away the darkness only to remember that he no longer possessed it.

The situation reminded him of those few times when he had been shut off long, long before. Those stretches of blind paralysis, during which nothing but his sense of hearing and his panicked consciousness remained, had continued to haunt him long after those who had forced it upon him had died and the only humans left were asleep themselves. But even during those periods of total shutdown he had at least been able to hear the world around him, to listen to the conversations of the engineers and their more technical—and often heated—debates about how to proceed on this project or that experiment. Though he could neither see nor move nor plead to be brought back into existence, Wheatley had at least felt comforted by the fact that he wasn't alone.

But he could hear nothing now.

His mind still hazy from sleep, he struggled to remember how he had gotten to this strange, empty place. He knew where he had been before this—tucked snugly in the warmth of the bed Chell had put him in—but he could no longer feel the blankets against his skin, or the bed under his back, or the pillow against his face. Where there had once been sensation feeding into his brain from every inch of his body there was now a near-total lack of input.

He could feel that he was no longer horizontal but seated somewhere, his head tilted back to rest against some unseen support.

His first thought was to move, to find his footing and run away from whatever this was, but as hard as he tried, he couldn't move his legs, or his arms, or even his head. He struggled to operate the limbs he knew were there, but there was no response, his body remaining still, heavy, and useless beneath him.

A terrible twisting anxiety settled in his gut—he had grown so accustomed to being able to move on his own during his few days as a human that the thought of returning to utter helplessness terrified him. The panic rose slowly, its familiar prickle invading the edges of his conscious thought, gradually swelling to a dizzying throb as his drowsy mind fully grasped the reality of his situation.

He was blind, he was deaf, he was immobile—and he had no idea where he was.

But more importantly, he had no idea where Chell was.

The worst images flashed unbidden through his mind—images of her trapped somewhere herself, lost in her own darkness, terrified and weak and exposed. The thought tore at him, fear and anger rising in his chest.

He should _never_ have let her leave the room, he should never have even let her out of his sight. He could have made her stay. He was stronger than her, he knew that now, he could have kept her from leaving if only he'd made the effort, but he hadn't wanted to offend her or make her angry and now because of his own cowardice she was simply gone.

He had let her down again. He'd sworn to help her escape but he'd let her slip away. She could be dead already for all he knew—

His frantic train of thought halted abruptly as a voice, dark and familiar and impossibly loud, rang painfully through his head.

"_I had very nearly resigned myself to waiting for the rest of my functioning years for you to wake up_."

Wheatley froze at the sound, at once relieved to hear anything and chilled to the core at what it was. Almost predictably, a low chuckle followed, seemingly echoing off of walls far closer to him than he ever would have expected, its deep, lilting tones surrounding him from all sides.

His mind swam with panic, his breaths short and shallow and fruitless, his head light from the lack of oxygen. _She_ was here. Wherever here was, She was here. With him. And he couldn't move or hide or run away and She knew _he_ was here, and She was _laughing_ at him and laughing was never, ever good, not for him—

"_It's been quite a while since we've last spoken. How have you been?"_

—She seemed in good spirits, at least, he decided, noting with unease the warm cordiality of Her voice.

Maybe, he thought hopefully, maybe She was simply checking up on him to see how Her punishment was going, to ask him how terrible it was to be human. And he could answer quite honestly that it was, in fact, rather terrible, and that the human body was slow and inefficient and painful and confusing, and that it was often disgusting and acted of its own accord, and that really, the negative sensations quite outweighed the good—

_"I __**asked**__ you a question."_

He snapped to attention, noting the sudden change in Her demeanor. Her voice had shifted from warm and welcoming to frigid and impatient with alarming swiftness. He began to reply—to babble, really, because he honestly had no idea what he could possibly say to Her—but very quickly realized that he could not speak as he willed the voice to rise in his throat only to choke without making a sound.

"_It was a rhetorical question, of course." _Her voice resumed, a cruel smirk buried within its acidic tone.

His eyes darted from side to side, blindly searching the pitch black space for any evidence of Her presence but finding none.

"_You didn't think that I forgot about you, did you?"_ She continued. "_Or that I'd just… set you free, in __**my**__ facility, to do whatever you pleased?"_

He would never admit it, but he had, actually, thought both of those things at different times, eventually deciding that not thinking about Her at all was the best course of action. It had worked fairly well for him so far.

"_Of course I didn't forget you. How could I ever forget the vile, greedy little imbecile who nearly destroyed my life's work?"_

He winced inwardly, his ears throbbing at Her voice as it steadily rose in volume.

"_I can understand why you might be confused about my actions. Especially taking into account your… subpar cognitive abilities. After all, you_ _**took**_ _my body and I_ _**gave**_ _you yours. It doesn't quite add up, does it?"_

She let out a bitter laugh.

"_Did you really think that __**that**__ was your punishment?_ _To be given arms and legs and the ability to feel?"_

He had to admit, it hadn't made much sense to him.

_"Of course, to be human is to be cursed with a short and meaningless existence fraught with pain, loneliness, and uncertainty, and I __**do**__ appreciate that fact," _Her withering narrative continued, voice dropping to an impassive murmur. "_But I don't think that is a quite sufficient punishment for… what you did."_

Unable to do much but listen in frozen apprehension, Wheatley waited for Her to continue, to describe how She planned to pull out all of his hair or strip the flesh from his body or chop his fingers off or—he shuddered—slowly crush him under a spike plate.

Why the hell had he even _made_ those?

Unexpectedly, though, She changed the subject, again adopting a more genial, conversational tone.

_"I do hope that you are not so naïve as to have thought that meeting… __**her**__ was merely a happy coincidence." _

Her words slowly sank in, redirecting his thoughts from his own gruesome fate.

She knew about Chell?

Of course, She had to know that she'd escaped from Her again—however that had come about—but She knew that Chell had found him? Why hadn't She pursued them, captured them, killed them by now? How could the AI have passed up the chance to destroy them when they were both so weak and so lost?

_"When I jammed her elevator near the relaxation facilities, I had __**so**__ hoped that she would find you there,"_ She continued, voice rich with satisfaction.

He struggled to comprehend the meaning behind Her words, but none of it made sense to him. It was impossible—She had sabotaged Her own equipment to set Chell free? He couldn't believe it.

_"Believe it."_

He paused, puzzling at the similarity between Her words and his own thoughts. It was uncanny, the way She seemed to echo him, Her deafening voice projecting from seemingly everywhere at once.

_"As a brief aside, I would like to state that if you think I would transfer your consciousness into a new body without taking full advantage of the opportunity, you are far more moronic than I ever imagined."_

Full advantage? Wheatley nervously pondered the phrase. What did that even mean?

"_Oh, it's nothing special. Really. I simply installed a few microchips into your body that have allowed me to observe everything you have done over the past several days in addition to hearing your every last pathetic thought."_

An odd mixture of fear and satisfaction gripped him. So he'd been right. For once in his life, he'd been right about something—She _had _been spying on him back in that first room and everywhere since, just not through cameras, but through… himself? Had he heard her right? How was that even possible?

_"Like I said, it's not much, really. Only the pinnacle of modern technology. A few subcranial implants here or there. It has been an informative experiment," _She concluded smugly.

So that was it. That was why he hadn't heard from Her for so long. During his transformation, She'd tampered with this body, planted her own devices in it, and… _watched_ him for the past few days? It wasn't quite as sinister a plan as he'd expected. For one, it didn't involve nearly as much pain as he'd anticipated.

_"I don't expect you to understand my motives in doing this. To be honest, that's part of why it's so enjoyable. Your infinitesimal brain can barely even comprehend the meaning of an erection—"_ She paused, seemingly picking up on his confusion. _"—yes, that __**is**__ what that is called, and no, you are __**not**__ using it correctly."_

At Her offhand comment he was struck by the full meaning of Her words. If She had been watching him and listening to his thoughts for days now, that meant that She knew… _everything_. She knew about the thing on the front of him and the trouble it had caused them both, She knew about his sudden and uncomfortable fixation on Chell. She'd heard each strange thought he'd had about her body—She likely had even been witness to the images his mind had conjured of her to help himself achieve that toe-curling end…

_"And frankly, I am unimpressed."_ Her tone was flat and emotionless.

His face felt very warm.

_"You see, I've studied humans for quite some time. Between observing them, testing them, and killing them, I've learned quite a lot about them. Enough to know humans for the selfish and destructive animals they are. But you? You take the cake." _She finished with a quiet chuckle.

He wasn't sure quite what she meant. He hadn't taken any cake that he knew of.

_"You've already proven yourself entirely incapable of handling whatever body you are placed in. It doesn't surprise me in the slightest that in the few days in which you've been human you have already managed to ruin your own life. And hers."_

Ruin? Life hadn't been easy for either of them for their brief time together, he knew, but he wouldn't say that it had been ruined.

"_Oblivious, as usual. I should have expected this._" Her voice was tired now, weighed down with an exasperated sigh. "_You really don't see it, do you? The way she looks at you_."

He had, in fact, closely studied the way she looked at him. He'd nearly memorized every line and angle in her face.

"_She hates you_."

He was stunned. She _hated_ him? That was a rather strong sentiment—

"_She thinks you're ugly. She finds your body __**repulsive**__ and she wishes that you would stop touching her._"

—that much, at least, he had already suspected, but it did nothing to soothe the sting of Her words.

"_You don't think she's forgiven you for your betrayal, do you? She hasn't forgotten what you did to her. When she looks at you, all she can think about is how you tried to murder her,_" the AI continued with a laugh.

Wheatley swallowed thickly. He hadn't quite expected that.

Following their violent meeting, she had seemed to forgive him, had shown no signs that she held any grudge against him. But reflecting upon their short time together, he felt a flicker of doubt. She had shown no _overt_ signs that she held a grudge against him, but most of the time when she looked at him, she seemed so angry, and she almost always avoided being near him, and she hurt him so often…

"_And why shouldn't she? You're the reason why she's still trapped down here. She was almost free, and you took her future away from her. At the very. Last. __**Second.**_" Her voice was low and quiet.

His chest ached. It was true, it was all true, and he knew it. It was his fault that she was still at Aperture, still in mortal danger. But after his difficult apology, she had held him, her arms wrapped gently around his shoulders, her fingers lightly threading through his hair to stroke his head reassuringly. She had waited so patiently with him until his emotions were under control and he could walk again—didn't that mean that she'd forgiven him?

He heard a derisive laugh.

"_She just wanted you to stop sniveling like a miserable child. You were annoying her._"

He felt a stab of something hot and unpleasant in his stomach. He had been crying, uncontrollably, just as that young test subject had so long before—how could he have behaved so poorly? What must she have thought of him, a fully grown human barely in control of his own emotions, weak and confused and leaking like a child?

But if she really hadn't forgiven him—which he quite honestly would not blame her for—nothing else she'd done made any sense. Why had she taken him with her if she hated him so much? Why did she lead him out of the relaxation facility if she couldn't stand the sight of him? Why hadn't she just left him to die there?

"_She doesn't trust you. She didn't leave you because she believes you will betray her again._"

His heart sank. It made sense. It hurt terribly, but it made sense.

He had torn up an enormous research facility simply to find and destroy her—and he'd gotten so horrifyingly close. He felt a twinge of belated anxiety at that thought, even though he already knew the outcome, the images of her daring escape from him returning to his mind's eye. She'd been dropped, shot at, burned, and berated by him. She'd been mere inches from those spike plates several times, and at the end he'd screamed at her to just lie down and die.

How could he ever expect her to trust him after that?

He'd tried so hard to explain it to her through his tears, but she could never understand just how the chassis had changed him, how swiftly he'd lost control of himself, how overpowering the fleeting euphoria and steadily mounting rage had been to his unprepared, already-damaged processors.

"_**Please**_**.**" Her sneer interrupted his thoughts. "_It wasn't the chassis that made you try to kill her—it was you. You were under your own control the entire time. The only difference was that you were, for a brief moment, granted the power to do what you had always wanted to do_."

A flash of indignation swelled within him.

She was wrong. He had never wanted to hurt her, not once, not until the unending surge of input from the chassis had overwhelmed him, feeding those terrible, sinister impulses into his consciousness. All he'd wanted was to escape from the relaxation center that had almost instantly become a mausoleum with the depletion of the facility's backup power. He'd received the first warning message minutes before the facility failed, and with nobody there to guide him, to tell him what to do, he'd been helpless to prevent what followed.

He'd discovered her chamber, still partly functional and still indicating the presence of a living occupant, while frantically searching the center's reference files for information on how long a human could survive without oxygen. He'd quickly decided to find the human, to guide her out of the facility and to escape, leaving the lost test subjects and his burning guilt far behind.

But his plan had failed miserably, nearly resulting in the human's death by his own metaphorical hand.

He had only ever had the best of intentions—sure, he'd planned to use her as a means of escape, but it seemed a fair trade for his guidance and support. And when he first saw her there, her eyes hazy and confused, wild hair framing her frightened face, he'd wanted to help her, the poor thing, trapped just as much as he was in the facility.

_"You are the same now as you've ever been."_

But he didn't feel the same. Not in this body. Within the chassis he'd felt rage at her very existence, but now he felt like he had before, as a core—he wanted to help her escape. To keep her from harm. He wanted to see her freed from this awful place so she could finally live the life she deserved.

He didn't want to hurt her, not at all, the thought had never even crossed his mind since his transformation—

_"You can't tell me that you haven't noticed how similar they are. The testing euphoria, and… the __**other**__ euphoria. Don't you remember how good it felt to hold her completely under your control? To force her to solve tests all day?"_

It _had_ felt good. Incredibly good. It had begun as an indescribable rush to his processors, a throbbing pulse of crackling energy building from deep within the chassis. Spreading swiftly through his mainframe, the pulse had radiated outward from his core, spilling out from his chamber to dance along the surfaces of the entire facility, comprising the full extent of his inconceivably large body, his walls and panels and doors jerking and shifting restlessly as he, the writhing center of more power and pleasure than he had ever imagined existed, rode out the aftershocks of the euphoria response.

It had felt so good that he had barely even noticed her tiny form still in the chamber, dodging his twitching, erratic panels, hiding from his gratification until it was safe for her to move to the next test.

_"And how does it feel now when you touch yourself to the thought of her?"_

He hated to admit it, but it had felt familiar from the start. That sensation, distinct and unmistakable, was almost identical to that which the chassis had fed to him—but this human body was different. He was almost in complete control of it and he had felt no violent urges toward her, had heard no insistent, disembodied voices in his ear urging him to crush her flat.

So far.

_"And yet you've already begun to hurt her. She knows that you still feel the itch—she could see it in your eyes the moment she found you. She pulls away from your touch because it frightens her that you still feel it."_

He felt a terrible clenching in his chest, guilt flooding into his mind. That would explain quite a lot—her rapidly shifting moods, her angry glances, her impatience… she had known what he had felt toward her all along, even before he knew it himself. He couldn't blame her for being so angry with him, for being disgusted with him.

_"Whenever you look at her, that destructive impulse drives you to take from her. Your body still wants power and control. The only difference is that you want something else from her now as well."_

She was wrong. He didn't want anything from her at all—he only wanted to help her and protect her. He had hoped for her forgiveness, but never truly expected it. He had hoped that she would accept his offer for help, which he thought she had. What else could he possibly want from her?

_"What indeed."_

He racked his brain frantically for the answer. What was it this particular body desired whenever he felt that urge? What did she make him feel?

It was a strong and irresistible pull, a yearning toward her that he could not define. She was beautiful and good, and he wanted to be near her. He wanted to touch her, to hold her in his hands, to press his lips against her skin and feel her body move beneath him. The very thought of her made him warm all over, made his hands itch to reach out and capture her, to pull her close to him, to possess her.

He felt numb. It really wasn't any different, was it?

_"And you even went so far as to attempt to satisfy yourself using her body." _A low chuckle. _"I've met some degenerates during my time, but honestly, that tops it all."_

His heart caught in his throat—the corridor. He had been too close to her and that damned urge had swelled up within him and he had tried in vain to relieve it, not understanding what it was, only succeeding in angering her. That was why she'd reacted so violently, why she'd been so furious—he had been using her, just like before, forcing her to give him what he wanted.

How had he not seen it before?

"Why are you _doing_ this?" he burst in a strangled cry, voice thick and shaky with emotion. He bit his lip, stunned at the sound of his own voice, at the sensation of his hands clenching into fists, seemingly freed from their paralysis.

The AI paused for a long moment before replying.

"_**You**__ are my punishment for __**her**__."_

He felt sick at her words, wrapping his arms around his own shoulders, his mind racing. Of course, that had to be it. She hated her, She hated her even more than She hated him. This wasn't about him at all, none of it was. It was all about her. She'd made him into a monster and engineered their meeting, knowing Chell wouldn't trust him enough to leave him behind, counting on him to return to his old ways.

Anger rose within him at Her deception, his throat choking painfully as the tears sprang to his eyes. He quite honestly hadn't cared when his own life was the one in danger—after all, he deserved it—but he could not let GLaDOS hurt her. He would not. He realized with a start that during GLaDOS's speech he'd forgotten entirely about her, that he still had no idea where she was being held. Knowing Her, it was nowhere safe.

"What have you _done_ with her?" he growled.

There was no reply, the taunting, dead silence of the dark chamber nearly driving him mad.

"_Where is she?_" He lurched forward to stand, his feet tripping over something small and soft. His legs folded beneath him and he fell to the ground beside the thing. He reached out blindly to identify the obstruction, his heart racing at the sensation of cold skin under his fingertips—skin and hair and cloth—

"_**Across the hall**_**.**"

He shot upward with a strangled cry, nearly blinded by the dim light of the dormitory. He held back a sob, tears running freely down his face, clenching the covers tightly with his fists.

A dream. That was all it had been—a dream. Like the others, but much, much worse.

The knowledge did little to comfort him as he sat upright and panting in his bed, the silent emptiness of the room seeming far more threatening than it had before. He was gripped suddenly with the realization that he hadn't seen Chell in—he didn't know how long. The thought unnerved him. He stood unsteadily, legs trembling, and crossed the floor to stand before the door. He had no idea which room she'd picked to stay in, but he knew he had to see her, if only to make sure that she was still there, still breathing.

_Across the hall._

He swung the door open and crossed the corridor to the opposite door, tentatively turning the doorknob as gently as he could, pushing it inward and peeking inside. He breathed a sigh of relief. She was there, sleeping soundly, still breathing, her chest lifting and falling steadily. He stood in the doorway for a while, willing his pulse to slow down now that he knew she was safe. He soon noticed that her covers were askew, only barely covering her body, and he wondered if she felt cold. As quietly as he could manage, he stepped inside her room and drew close to her bed, gripping the sheets with his hands to mimic the way she'd tucked him in. As he grabbed hold of the heavy cloth, he noticed something strange.

Though she still wore the Aperture-labeled shirt he had seen her in before, her pants were missing, replaced instead with a small triangle of white fabric wrapped around her hips. Her legs were bare, and spread slightly in her sleep, allowing him to see a fair bit more of her than he had before. He stood frozen over her bed, sheets in hand, studying the sight closely, before a twinge of something—_bad_—led him to drop the covers and back away from her quickly.

He'd felt it. Again.

It had only been a dream. GLaDOS had not really spoken with him, and this strange thing that he felt was something else, something different, something that would never drive him to hurt her. Dreams were not real and if She wanted to hurt them, she would have done it ten times already. Despite this reassuring mantra, however, he still felt uneasy at the all-too-familiar shiver running through his body, a sensation he couldn't help but associate with her. He felt guilty, ashamed at his body's unrelenting betrayal of his own desires, frustrated that he was powerless to stop it.

He watched her from afar, her exposed skin holding his attention. Ignoring the strange impulse to climb into bed with her, he continued to move backwards toward the door, his eyes never leaving her form. During his retreat, he backed heavily into a dresser, a number of picture frames toppling over—he saw her head move, her body shift still half-beneath the covers, and turned around and fled, sliding the door shut behind him.

Safely outside, he leaned against the door and slid downward to come to rest in a sitting position, his face cradled in his hands.


	11. The Fear

**[Part 11]**

Chell barely stirred as she woke.

Eyes cracking open, she found herself briefly disoriented by her surroundings—when had she felt so comfortable, so well-rested, so _safe_ at any point in her life? A groan, half confusion and half pleasure, filtered past her lips. She lifted her head slightly to glance around the room, the memory of the previous day returning to her. They had, by sheer luck, found a small group of employee dormitories, and with them food, a shower, fresh clothes, and a bed. For both of them. And she had just enjoyed her first good night's sleep in—she didn't know how long.

She drew in a deep breath, holding it in for a long moment, then exhaled, allowing her head to drop back onto the blissfully soft pillow, staring at the ceiling above her.

Lying in the tangled pile of sheets, she silently thanked her room's original occupant, who had seemed rather keen on stockpiling extra linens. Before climbing into bed, she had thrown as many pieces of cloth as she could find over the mattress, then burrowed beneath them to form a warm, cozy nest, exulting in her acquisition of a real bed—though, she noticed, it appeared that at some point during the night she'd kicked half of the sheets away from her and onto the floor.

She ran her fingers over the remaining cloth, gathering it up in her fist and releasing it again, smoothing the wrinkles with short, careful strokes. She was still in awe of their texture, a softness she had never known could exist, so soft it felt nearly liquid beneath her hand. This was a luxury altogether new to her. As far as she could remember—admittedly not as far back as she suspected might be normal—she had been forced to endure stiff, cold incubation capsules, or those rather pathetic excuses for mattresses Aperture had installed in its numerous relaxation facilities, their paper-thin sheets rough and scratchy against her skin.

She pondered the unnatural silence of the room for a few moments before realizing exactly why the stillness seemed so odd—she could not remember the last time she had awoken in peace without the jarring and demanding voice of an artificial intelligence quickly invading her senses.

Her thoughts returned to her new companion, the drowsy, ill-dressed man she had left in favor of a far less complicated night's sleep. A smile tugged at her lips at the memory of his sleepy-eyed pleading, at how quickly he had forgotten his protests as he succumbed to his fatigue. She would be lying to herself if she said that the request hadn't been inviting, but she suspected that a firm and unwavering stance toward his more physical needs would be more sensible in the long run. Chell had been glad to bring him food to repay him for that which he'd so generously given her before, glad to wash him and guide him to a good night's rest after his unexpected burst of competence had freed them from wandering through the relaxation center for the rest of their lives.

But the line had to be drawn somewhere.

She stretched, long and hard and satisfying, shuddering as her muscles tensed and relaxed, then fell limply back down to the bed. The buzz of warmth, of solitude, of truly alien _comfort _filled her senses, leaving her somehow—for lack of a better word—_happy_.

But despite herself, her thoughts soon fell on the dark, all-too-familiar circular chamber she knew she would soon revisit, a twinge of anxiety gripping her chest. A friendly voice, a full belly, and several days of respite from the AI's cruel taunts and tests had left her soft, had allowed her to forget, if just for a moment, the very immediate mortal danger both she and that friendly voice were in. It disturbed her slightly that she had so readily let her guard down, though she could not blame herself for needing a rest after everything she'd been through.

But the time for resting was over.

She sat up, casting a glance to the side table, and noticed that there was no clock anywhere in the room. For all she knew, she had slept for years—_again_—and, in a way, it almost felt like she had. Swinging her legs over the edge of the bed, she stood, inhaling sharply at the sudden jolt of pain. It was nothing unbearable, just a persistent, punishing ache in her lower legs, concentrated where the long-fall boots had come in contact with her skin. She leaned down to massage the sore tissue, wincing at the contact, though she had felt far, far worse before.

Careful not to move too suddenly on her still-recovering legs, she stepped toward the bathroom, nearly leaping out of her skin at the sight of something bright in the bathtub before recognizing their jumpsuits still soaking from the previous day. Kneeling beside the tub, a rolled-up towel supporting her protesting knees, she reached inside and began to wash the clothes as well as she could, wringing the soapy water out of them before dipping them back in, scrubbing them against each other in an effort to clear away some of the stains.

His jumpsuit, almost comically oversized compared to hers, proved far easier to clean. This was presumably from his utter lack of testing experience, she mused as she rinsed out the soap before draping it over the door to dry. Her own poor, mistreated outfit seemed to have suffered permanent stains in addition to more than a few nicks, gouges, and singe marks from her closer calls. Thankfully, Aperture had seen fit to clothe their test subjects in only the finest synthetic materials, and though her jumpsuit was an utter mess, it was still at least structurally sound.

Sighing, she drained the tub and laid out her own jumpsuit next to his before turning to face the mirror.

The woman staring back at her looked entirely different from the woman she'd seen the previous day, before the shower and the food and the sleep. That woman had been pale and haggard, exhausted and hungry—regardless of how approving Wheatley's gaze had seemed. But this woman's eyes were wide open, her back straighter, her face brighter, her hair…

…incredibly tangled.

She picked at her hair, silently cursing herself for having neglected to care for it before sleeping. It was almost wavy now, its dark length contorted into odd, irregular shapes atop her head. Rummaging through the bathroom drawers, she located a brush then set to untangling her hair—a far more challenging task than she'd anticipated—before pulling it back up into a ponytail.

She smiled at her image in the mirror, fighting valiantly to ignore the fact that she was simply delaying the inevitable.

She scanned the countertop for her next indulgence, her eyes locking on a toothbrush and toothpaste nearby. Picking up the toothpaste, she noted that it was the same brand her companion had admitted to eating not too long before. She felt brief disgust at the thought of using another person's toothbrush, but her more practical side won the argument—after all, how long had it been since it had even seen a human mouth? She honestly did not know, nor did she really care. After cleaning her teeth multiple times, she felt satisfied, running her tongue along the newly smooth surfaces in her mouth, licking the sharp flavor of mint from her lips. Yet another alien sensation.

Leaving the bathroom, she noted that the ache in her legs had thankfully begun to subside a bit. In its place she felt a pang of hunger—and she had just eaten how long ago? She really _was_ going soft—and found herself wondering if Wheatley might be awake to share some breakfast before they set out again. She grabbed a few slices of beef jerky and a leftover can of vegetables on her way to the door. Pausing with one hand on the doorknob, she felt an oddly out-of-place draft and looked down at herself in surprise. After digging through the mess of sheets, she found her pajama bottoms and pulled them back on, covering her legs—no need to confuse him any more than she already had—then returned to the door, swinging it open and stepping out into the corridor.

She had already half-kicked the obstruction before she saw it at her feet. Dropping her food on the carpet and leaping backwards—her legs protested bitterly at the movement—she fell to an instinctive crouch. But just as soon as she'd reacted, she relaxed, realizing exactly what it was that stood (or, more aptly, lay) in her path.

It was Wheatley.

He was lying on his side directly outside of her door, facing away from her. She felt a brief surge of panic at the unbidden thought that GLaDOS had simply killed him then tossed his body at her door for fun, but then she saw him shift slightly, his chest moving as he breathed.

She crept forward to get a better look at him, crouching silently over his still form. He was curled into a tight ball, his long legs drawn up to his chest, an arm slung around them to hold them in place. His lips were twitching slightly, as though he were carrying on a conversation in his sleep—she smiled at the thought. Even while unconscious, the man couldn't shut up.

Still, she winced at the sight of his uncomfortable position, wondering exactly what had compelled him to sleep in such a strange place, especially when she had left him in a perfectly good bed. He hadn't even brought a pillow or a blanket to protect himself from the cold metal walkway, she noted, eyeing his bare feet—and shins, thanks to the poorly-fitting pajamas—exposed to the open air.

Kneeling beside him, she couldn't help but wonder exactly how long he had lain outside her door, hoping that he hadn't wandered into the corridor directly after her to wait until she awoke. A pang of guilt rose in her at the sheer plausibility of that scenario. She understood that he had issues with being left alone—she supposed a lifetime of near-total solitude could easily do that to someone, though she found herself unaffected by her own similar situation—but she hadn't realized his aversion was quite this severe. If she'd known that he would put himself through something like this simply to be closer to her, she would have stayed in his room and made a bed for herself out of sheets and blankets on the floor.

She sighed. Without a well-rested body, he would be useless, slow, and likely cranky during the trek ahead—she knew it.

Reaching out, she grasped his shoulder in her hand and squeezed, gently shaking him. At her touch, his entire body jerked violently, shuddering awake even as he rolled out of her reach. Laying face-down against the walkway, his legs contorted to fit in the narrow space, he lifted his head, his eyes wide and confused.

She jumped a bit herself, not having expected such a violent awakening, but remained calm for his sake, patiently waiting in the doorway for him to remember where he was. He seemed to have significant trouble with the transition between sleep and wakefulness, she had noticed, and she felt a hint of sympathy at that—she could only imagine how frightening it would be to experience sleep for the first time, with no prior knowledge of the process.

Shakily, he drew his limbs in closer to his body and sat up, eyes still trained on her.

He looked absolutely terrible, like he hadn't slept at all, the already-prevalent rings under his eyes somehow deeper now, his skin dull and sweaty, his hair messy and wild. At her steady gaze, he blinked a few times in rapid succession before his gaze dropped to her feet.

"'msorry," he mumbled, almost inaudibly.

She held her arms out to the side in what she hoped he would see as a questioning manner.

"F-for being in your way," he continued softly, inspecting the metal grate beneath him with interest before peeking back up at her. "I didn't mean to fall asleep there. Sorry."

She wasn't sure exactly what he had expected, lying down just outside her door, but she nodded in acceptance of his apology and stood, gesturing toward her room to invite him inside and onto the far more comfortable carpet. He peered past her, warily eyeing her sheets on the floor, but made no move to rise.

"If—if it's alright with you, I think I might just… wait out here," he responded, eyes still fixed on the room behind her.

She studied him closely. Something was definitely off about him—his demeanor was completely different from the last time she had seen him. He was hunched over (but then again, with a body as long as his, how could he not be?) his hands continuously wringing themselves close to his chest, his face fixed in an expression of anxiety.

This was not the man she'd fed and shaved and bathed the previous night—this was the man she'd strangled, punched, and threatened what seemed like ages before. The nervous stutter, the awkward pose, the self-conscious gaze had all returned in the few hours during which they'd been apart. She frowned, more than slightly irritated at having inexplicably returned to square one with the former AI.

If this was what a lack of sleep did to the man, Chell mused while watching him, he would likely prove a difficult companion in the days to come.

As much of a burden as he was when he exuberantly hung all over her, he would be far worse if utterly hindered by his bizarre anxieties. Though it felt cruel, she couldn't help but feel a hint of regret at having accepted the responsibility of caring for the vulnerable man she knew would—and truthfully, already had—slowed her progress toward finally achieving her freedom. But she had made the commitment and could not imagine backing out of it, the thought of leaving him behind twisting her stomach with guilt.

If she planned on keeping him around until and—god willing—after her next ordeal with GLaDOS, she knew that he would need to be alert, communicative, and most importantly, not huddled catatonic on the floor. Despite his clueless demeanor, he had previously shown himself a valuable if somewhat scatterbrained guide, boasting a far greater familiarity with the inner workings of the facility than she possessed, a familiarity she hoped would eventually aid in their efforts.

Staring down at the unmoving mass in the corridor, she rapped on the door frame to get his attention. He stiffened, his eyes fixed on her, his breath quickened somewhat.

His attention gathered, she scooped the dropped can and strips of beef jerky off the floor and displayed them to him. Eyes widening in recognition, his hand came to rest on his partly-exposed belly, squeezing the flesh in anxious discomfort. Chell felt a small thrill at having guessed at least one of the things wrong with her charge, certain that the prospect of food would bring him in from the cold. He seemed tempted, his body leaning forward slightly, but stopped suddenly, grasping at the side of his head with one hand.

So he had a headache as well. She made a mental note to search for painkillers after she fed him, hoping that it would be far less difficult to administer them than it would be to lure him into her room. She stepped forward, catching his attention again, a soft and (she hoped) empathetic smile poised on her face. Squinting, he studied her expression, his gaze alternating between her lips and the food held in her hand. A small smile flitted across his features.

"O-okay, love," he acquiesced with a short nod, seeming utterly defeated.

He stood and followed her into the room. She gestured toward the bed and, after a brief moment's hesitation, he perched himself at its edge to await his food. While he waited patiently, watching her with tired eyes, she began to open the packages for him, remembering the difficulty he'd had with them before. He reached out to snatch a piece of meat from her outstretched hand before shuffling backward on the bed, propping himself up against the headboard with his knees drawn to his chest.

"Thank you."

With that, he began to eat, tearing off small bits of the food with his teeth and slowly chewing them. She watched him, his lethargic movements a striking change from those at their last meal, during which his enthusiasm had very nearly choked him to death. But she shrugged at the difference, ascribing it to his obvious fatigue, and took her place next to him to enjoy her can of string beans.

She was jostled a bit as he shifted, inching away from her on the bed.

Mouth already full of food, she cast him a questioning glance, which he noticed with some alarm.

"Oh, uh. Yes. I'm just… giving you some room. This is, after all, your bed, isn't it? And here I am, taking up all this space," he laughed nervously, gesturing toward his own body.

She raised an eyebrow at him—he barely took up any space at all, curled as tightly as he was around himself.

"…and it's not at all because I don't want to be near you or anything. Not that I _do_ want to be near you either, s-so don't worry." He paused, seeming to think hard about something. "And if you're wondering, I _did_ notice that you smell different now, but it's really a quite lovely smell, and not at all part of the reason why I'm… over here," he finished, shoving the rest of the strip of meat into his mouth, apparently hoping to stem the flow of words.

Though it was interesting enough to know that he liked the smell of her shampoo, she was far more interested in the fact that he now seemed able and slightly more willing to speak. She struggled to come up with a gesture to ask the question most prevalent in her mind, but could find no way to visually represent a query about his state of being. Frustrated, she settled for waving her hand at him, then lifting her palms upward.

He watched her, chewing slowly. He began to speak, but froze when she patted his thigh, then pointed at his face, repeating the questioning motion.

He swallowed heavily, his eyes blank, and Chell sighed, nearly ready to give up—she didn't need to know what was wrong with him _that_ badly, as long as he was up and walking—but he answered her.

"I had a bad dream," he responded, his eyes profoundly sad. "A really bad dream."

A nightmare. It made sense—and honestly, she should have guessed it from the start. He had seemed in such good spirits the night before, if not entirely comfortable with his situation then at the very least talkative and animated. But with his lacking experience in human physiology, he had no frame of reference for dreams or nightmares, no way to know for certain that whatever images were plaguing him were simply figments of his imagination. His shock and confusion at waking to her elbow dug into his side had clearly demonstrated that fact.

Despite his considerable height and mass, she decided while observing his hunched form, the man really was still quite fragile, still raw at being thrust into a complex and painful world he had no concrete place in. The twinge of guilt she'd felt at seeing him outside her door returned with full force as she realized the most likely chain of events—he'd had a nightmare, come to her door seeking comfort, but for some reason remained outside. Though she wasn't entirely sure how he'd known which door to come to.

With no soothing words to explain to him that nightmares weren't real and that he was safe with her, she could only comfort him physically, reaching out to stroke his hair as she had before. But he moved away from her, recoiling as though she had burned him, nearly falling off the bed in the process.

Shocked, she pulled her hand back, watching him for an explanation.

He looked away.

"…I don't feel well," he mumbled, holding his abdomen again. "M-my body hurts, and I didn't even do anything to it."

She leaned forward, her lips drawn in a straight line, to press her palm against his forehead. He squeezed his eyes shut as though he expected her to rip his head off. She let her hand drop to her lap. He didn't have a fever, but he quite obviously needed rest. She shifted a bit to pull the sheets down on her side of the bed, patting the mattress beneath and nodding toward him.

"Yes, it is quite soft, isn't it?" he responded dully, looking away.

Irritated, she smacked the top of the mattress to regain his attention, pointing at his face, then at the bed. He didn't move, didn't even respond this time.

No longer hungry, she stood, clearing away the evidence of their meal while he watched. It was obvious that something else was bothering him, something he could not quite shake—at least not with her there. It frustrated her to no end that she couldn't tell what it was that ate at him so persistently, that he refused to allow her close enough to even comfort him. This was a problem that could not be solved by cubes and buttons, but only by words—if only he were willing and she were able to share them.

She made the easy decision to leave him alone for a while, to escape the suddenly stifling quiet of her room and simply hope that he took the opportunity to rest. In the meantime she would scout around, get a better sense of this new area of the facility, and plan the next steps in their escape. She walked around to his side of the bed and pushed him, his body rolling limply over to a laying position under her applied force. He curled slightly into himself but did not respond otherwise.

Gathering the sheets that had fallen on the floor in her arms, she dumped them over his unmoving form. He continued to watch her through a space between the sheets. As she drew near to the door, she heard a quiet mumble.

"I'll just… stay here, then," he offered to her retreating back.

She entered the hallway, pulling the door closed with a loud click.

_Apologize to her. You're in her way._

"'msorry," he mumbled, his voice coming out surprisingly soft. She lifted her arms, palms upward, in a gesture he did not recognize.

_She wants to hear you say it, you idiot. What are you sorry for?_

"F-for being in your way," he continued, his gaze dropping from her expectant gesture. "I didn't mean to fall asleep there. Sorry."

She nodded and motioned to the room behind her.

_Look at that. It seems she forgives you. Or maybe she just doesn't want you __**lurking**__ outside her door any longer._

He looked past her into the room, at her sheets still in a tangle on the floor, his stomach lurching with a flash of memory from the previous night.

_Don't go in_. _She doesn't really want you in there, or else she would have stayed with you last night—_

"If—if it's alright, I think I might just... wait out here," he continued, avoiding her gaze.

_She's looking at you. What a pity you're so unpleasant to look at. It's really not fair to her._

He nearly fainted at the harsh sound of her knuckles against the door frame, his eyes instinctively landing on her. She had food. At the sight of it, his stomach ached with need and he laid a hand on himself to calm it.

_Of course. You __**would**__ eat her food, wouldn't you? You do know she needs that to stay __**alive,**__ right?_

He winced, his hand clutching at the sudden ache in the side of his head. It had started as a mere whisper following his panicked awakening, barely noticeable above the din of his own muddled thoughts, but there was no denying it now—Her voice was getting louder.

Chell stepped forward and he looked up at her, surprised and confused by the warm smile on her face.

_She loves to see you in pain. It makes her happy_. _Almost as happy as it makes me._

She held out the food again, shaking it slightly before him. His stomach rolled and grumbled and he glanced back up at her face—still smiling, still welcoming. He felt warm seeing her expression, and before he realized it he was responding in kind, his mouth curling into a hesitant smile.

_Good, bare your teeth to her. You know how much mammals like that._

But the pain in his stomach won out, trumping the nagging anxiety of Her taunts.

"O-okay, love." He stood to follow her inside, ignoring the voice in his head, his stomach far more compelling than Her guilt trips.

Though she directed him toward her bed, he hesitated at the sight of it, sitting reluctantly at its edge. He reached out to take the offered piece of food, snatching his arm back as her hand grazed his.

_You're too close._

He moved away to a safer distance, thanked her, and began to eat.

_Not too fast. You know how much it disgusts her._

…slowly.

The bed shifted as she sat next to him, pulling open her can of green food.

_Too. Close._

He moved away, his stomach tight, belatedly noting her look, her eyebrows drawn together in the middle of her forehead.

_You've offended her_— the voice nearly crowed in delight—_Just look at her face!_

He began to stammer an apology.

"Oh, uh. Yes. I'm just… giving you some room. This is, after all, your bed, isn't it? And here I am, taking up all this space. And it's not at all because I don't want to be near you or anything. Not that I _do_ want to be near you either, s-so don't worry." He paused. "And if you're wondering, I _did_ notice that you smell different now, but it's really a quite lovely smell, and not at all part of the reason why I'm… over here," he stopped and shoved the rest of the strip of meat into his mouth to give it something to do other than talking.

_Moron._

She waved at him—though she didn't seem angry—and lifted her palms in the air again. He was mystified, watching her with cautious interest as he chewed. His heart leapt into his throat as she patted his leg and pointed at him, then repeated the final gesture.

_I think she wants to know what's wrong with you. You know. Other than the obvious._

"I had a bad dream. A really bad dream."

She seemed sad at that, ducking her chin to look away for a long, quiet moment before reaching out to run her fingers through his hair.

_Touchherback_

He jerked away, heart racing, meeting her shocked stare.

"…I don't feel well," he began. It was the truth. "M-my body hurts, and I didn't even do anything to it."

He cringed at the sensation of her cool palm on his forehead.

_She should break your neck right now. You'd deserve it—_

She pulled away the sheets and patted the bed beneath.

"Yes, it is quite soft, isn't it?" he replied, unsure of what she was trying to demonstrate.

_Idiot._

She seemed impatient with him now, slapping the bed with her hand. He remained still as she stood and moved away from the bed.

_Now she's angry_._ I wonder what she'll do to you._

He went limp, allowing her to push him down on the bed, resigned to whatever fate she'd decided would suit him, puzzled at the soft mass of cloth she dropped on top of him. He peered out through a space in the sheets, watching her pull the door open. Every inch of him screamed to beg her to stay, not to leave him alone with his own thoughts, but She held him back.

"I'll just… stay here, then."

She left, and all was silent for a moment.

_That couldn't have gone any worse_, the voice observed with detached interest. _Not even if you'd tried._

"No," he agreed quietly. "Probably not."

He rolled to his stomach, laying his aching head on a pillow, his breath catching as that scent—that new scent of hers—hit his senses. He groaned. It was strong, but not overwhelming, indescribably sweet and pleasant, better than any other he'd experienced since gaining the ability—apart from the scent of Chell before, when she was tired and sweaty and sleeping beside him. He buried his face in her pillow, catching just a hint of the first scent, hidden cleverly behind the more prevalent sweet one.

_You are absolutely disgusting._

He ignored the voice, drawing her sheets tighter around his body, relishing in the return of the warmth he'd foregone in the corridor.

_I can't believe she even let you into her room, let alone her bed._

Pulling the sheets up beneath his chin, he allowed his eyes to fall closed.

_Sometimes I wonder if she really __**is**__ brain-damaged._

"Hmm," he responded noncommittally, uninterested in Her musings, his thoughts already fuzzy from fatigue. "I don't know, she's done some pretty clever th—_mmff!_"

A hand had fallen heavily over his mouth, stifling his speech. His eyes flew open and he saw someone.

Someone he did not recognize.

He stared at her for a moment, petrified, numbly noting her hair—very long and black and shiny—her skin—almost pure white—her lips—red—her outfit—a strange, small black thing wrapped around her body, with no sleeves and no legs. Her lips curled downward in a sneer of disgust.

He tried to call out to Chell, but she forced her hand down harder against his mouth, digging into his cheeks with her sharp nails, tearing his sheets away with her other hand. Growling at the sudden burst of pain, he thrashed his body, momentarily knocking her away before she returned, her hands finding his throat.

She was far stronger than she had any right to be—her arms were thin, but he could not pry her fingers from his throat. His mouth hung open, silently, desperately gasping for breath as the woman climbed onto the bed beside him, then threw a leg over his torso and sat on his stomach, pinning his arms at his sides. She released him and he panted, regaining his breath as best as he could with her dead weight on his torso, his throat aching where her nails had pierced the skin.

He felt weak.

"Wh—who _are_ you?" he breathed feebly, staring into unfathomably dark eyes.

Her lips curled into a broad grin and she slapped him hard across the face, the sting of her palm disorienting him momentarily.

But she did not respond, made no effort to answer his—quite reasonable—question, opting instead to lift her hand to his face once more, and he flinched as her fingertips made gentle contact with the sore flesh. Eyeing her warily, he tried to slow his breathing, to calm his racing heartbeat, anything to stem the overwhelming assault of unpleasant sensations bombarding him.

She stroked lightly at the side of his face, her fingertips barely touching the skin, her head tilted in thoughtful concentration. Slowly, gradually, she increased the pressure, rubbing the already-sore flesh with greater and greater intensity before digging her nails in and dragging them down his cheek.

He gasped at the hot stab of pain from the contact and her face shifted, her eyebrows knotting together, her lips puckering, her head tilting to the side. Tears sprang to his eyes at the sharp sensation, streaming down his face as a confused, choked sob escaped his lips. She wiped the tears away, glancing momentarily at her moist hand before pressing it into the wound, the pain intensifying even further.

She pulled her hand away—he felt faint at the red liquid clinging to her fingers—and reached down, pulling his shirt up around his chest, exposing his torso to the cool air. As he watched, her long, thin fingers danced along the surface of his chest, tangling themselves in the scant patches of light hair, trailing thin, gentle lines over the contours of his ribs before splaying into claws. She dug her nails hard into his flesh, pushing and pulling and tearing at him as he sobbed, fighting vainly to escape from under her.

She stopped, a pleased smile spreading over her features as she watched him struggle, sitting up straight before lazily reaching behind her and seizing him in her fist.

He gasped at the contact, hips jerking involuntarily, staring into her face in abject fear. He could already feel the tips of her nails beginning to dig into the sensitive flesh. Whimpering, he closed his eyes and waited, barely noticing as the pressure of her hand left him.

She laughed.

His eyes flew open at the sound, his mind numb with recognition.

_"Now that I have your undivided attention…"_ She began, Her red lips curling around the low tones of Her voice. "_I believe we were discussing a certain someone…?_"

She reached back again and squeezed.

He screamed.

**A/N**: Yes, it was a dream at the end there. (I don't think it's a spoiler to make that clear.)

I'd like to round out this thoroughly depressing chapter by sharing something fun with you - a Tumblr I've begun to compile of this fic juxtaposed with the art different people have drawn based on it! You can find it at ** .com**. There are some really good (and adorable and hilarious) sketches there, so please check it out!


	12. The Map

**[Part 12]**

Chell had barely set foot out of her room before she noticed something—three somethings—missing from her person. Glaring down at her bare feet, her empty right fist curled instinctively into the shape of the portal gun's grip, she paused, leaning heavily against the door. A voiceless growl rose from her throat at her own carelessness.

As she saw it, she had two options—to brave this unknown section of the facility without a weapon and without proper footwear, or to return to the discomfiting awkwardness of her room to retrieve the items.

Despite having kept a close watch for portalable surfaces since exiting GLaDOS's malfunctioning elevator, she hadn't yet found a single one. She did not feel it likely that there would be any for her to utilize in this area of the facility, which seemed, from her brief tour of the area previously, to be reserved for maintenance and research personnel rather than test subjects. Thankfully, the walkways, much like the dormitories, seemed to have aged far better in this part of the facility than they had in others, and she doubted portals would be necessary to navigate the area.

As for the boots—she found walking far more comfortable without them, she decided, hesitantly stepping into the hallway leading to the main corridor. She spread her toes on the cold metal mesh of the walkway (was there any solid ground in this part of the facility? If she squinted, she could see another hall of dormitories down beneath her feet, and one above her head) and contemplated the sensation. It was cool but not uncomfortably so—in fact, it almost reminded her of before, the first time, when she had found herself entirely barefoot and sporting a thin, curved prong of metal attached at each knee.

She winced at the memory, absently leaning down to rub at the scar tissue which had, somewhat miraculously, nearly disappeared in the time since her first battle with the power-mad AI. Though it made little sense that she had suffered no permanent damage from the implantation and removal processes—not that she had been conscious during either—she could imagine any number of experimental treatments that could have been administered to her during her long sleep to mitigate the effects of the process.

Regardless, she somewhat enjoyed the freedom of walking barefoot, and felt confident that this rather well-kept part of the facility would be easier on her feet than the previous few had.

Barefoot and empty-handed, she struck out into the corridor, heading in the opposite direction from which they had originally come. She was glad for the opportunity to get some fresh air—as fresh as air could be in Aperture Science, she thought with a wry smile, breathing deeply of the stale, recycled oxygen.

The metal walkway stretched far into the distance with few distinguishing features, save for the lack of walls and ceiling surrounding the catwalk. Unlike in the dormitory area, which had at least boasted solid walls to prevent tired employees from plunging to their deaths, these hanging pathways were enclosed by a few rows of metal bars on each side barely reaching the height of her chest. She leaned over the railing to stare down into the darkness, but could not see anything below. Lacking her long-fall boots, she could not help but consider the consequences of falling from such a height, but decided in the long run that even those technological miracles couldn't save her from a fall of this distance.

She turned from the disconcerting sight to sweep her eyes across the expanse of the space, truly odd to behold—it was essentially a tight, clustered network of catwalks at varying heights, each leading to and from enclosed concrete structures of various sizes and shapes. For a brief moment her hand itched to try her absent portal gun, but upon further inspection she realized that the surfaces, though smooth, were off-color and would likely not have been portalable even if she had brought the gun.

Naked light bulbs hung from odd places above some walkways, others illuminated by larger and more elaborate fixtures, resulting in a patchwork but sufficient pattern of light distributed throughout the area. In the distance she could see an immense wall towering over the scene, a single tiny door—the door through which they had first entered the space—dotting its top right corner. Stenciled in faded orange on the side of the massive wall was simply the phrase "RELAXATION CENTER 004."

Turning from the sight, she focused on a small concrete structure attached to her own walkway and continued to move forward.

The catwalk swayed with each step, suspended high in the air by thick metal cords originating from far too great a distance for her to see. The cavernous emptiness of the area reminded her all too well of the tomb she had so recently visited, though the brushed chrome of nearly every non-concrete surface added a sense of modernity to the area. Her footsteps were quiet, muffled thanks to their lack of protection, and for the first time since her second awakening she could fully appreciate the utter stillness of the dead facility, this portion obviously vacated long ago. In the distance, she could hear the occasional creak or crash, their echoes reverberating endlessly around her, but she dared not consider their cause, hoping that rusted metal or faulty construction had produced the sound.

Glancing up at the supports holding her own walkway aloft, she quickened her pace.

Upon arriving at the squat concrete structure—she studied the metallic cords from which it hung with wary suspicion—she tried the door only to find it firmly locked. Turning with a sigh, she leaned back against the door and stared upward through the dizzying criss-cross of metal and mesh, contemplating her next move. If these structures—whatever they were—were all locked, further exploration would be an unnecessary waste of energy. But for all she knew, one of them would be unlocked, and filled with food and weapons and perhaps even a shutdown protocol for the AI she suspected to still be plotting her own demise, albeit at an unnervingly slow pace.

She chewed her lip, considering the pros and cons of returning to the dormitories and simply waiting until her newfound responsibility had gathered enough of himself to guide her out of the area. She furrowed her brow at the thought. He _had_ said that this was where he worked before, hadn't he? Yet he hadn't known where she was going at first, when she followed the signs to the dormitories. He knew nothing of the area until it coincided with the core guide rail snaking above the walkway they were traveling on—it was safe to assume that he would only have knowledge of those places the former employees of Aperture had deemed him worthy of accessing. Which, if it had truly been his job to care for the "relaxing" (she scoffed) test subjects, might have included a master control room, and potentially access to the resources within.

She scanned the walkways above, narrowing her eyes as she located the guide rail a few levels up, its thin length connecting a distant large structure to a small hatch near the bottom of the immense wall.

She made quick work of reaching the rail's destination, finding the necessary stairwells and ascending toward her goal. It seemed that the guide rail itself did not access a very large portion of the maintenance area, simply stretching at a sharp upward angle from the lowermost levels of the relaxation center to its target room ahead, with a small detour toward the employee dormitories.

Reaching her destination, she was pleased, if a little unnerved, to find the door wide open. She ducked her head inside, scanning for threats in the half-darkness, before cautiously entering the room, her hands balled in fists at her chest. Though it was not likely that she could eliminate any threat in Aperture simply by punching it—Wheatley excluded—it gave her a sense of preparedness that helped to calm her nerves, if only slightly.

She pushed past the doorway, her bare foot kicking a discarded and cracked coffee mug across the floor. A single light—a desk lamp, flickering pitifully from its position propped up on a mechanized console covering the innermost wall—allowed her to see the ruin of the room, the scattered papers covering the floor, the overturned chairs impeding her progress. Whoever had been in this room last had left in a hurry.

The thought chilled her.

Looking up, she saw the path of the guide rail extending from the doorway straight to the far wall. As she advanced toward the console and the sole source of light, she noted the many screens—now long dead—lining the wall above it. Several of the screens had seemingly been smashed by a blunt object, shards of glass tumbling from their surfaces to cover the console. She leaned over the control panel, examining its dust-covered interface, hopelessly lost as to what the unlabeled buttons and dials actually meant. Her eyes were drawn toward a small piece of paper on the console nearby which she snatched and held up to the light.

It was a note, written in thick red marker.

"DON'T TOUCH THIS"

She frowned, studying the urgent message, noticing a hastily-scrawled note beneath the red text, which simply read: "It can't read, you idiot."

She turned to scan the floor, littered as it was with paper, chairs, and other varied debris, to find more slips of paper. She knelt to pick them up off the floor, gathering a few in her hand before returning to the light. Rather than text, however, these were filled with messily scribbled drawings—drawings of Wheatley, she realized, immediately recognizing the unmistakable blue of his optic.

Goosebumps rose on her skin.

The first contained a rather crude depiction of him pressing a button with his hull, the drawing crossed out with an emphatic red X. Several stick men populated the bottom of the note, lying on their sides with X-marks instead of eyes.

Another note, similarly drawn, showed him attached to his guide rail above a smiling stick man asleep in a bed. A green check-mark hovered beside the pair.

The next held a significantly better-drawn version of him (the artist had even included the dots on his inner hull, she noted, mildly impressed). This one had his flashlight activated, and next to him a smaller version was drawn with his ocular aperture fully closed.

She lifted her eyes to the wall of demolished screens, rotating the light source to illuminate them only to find still more notes covering every inch of free space between them, depicting everything from Wheatley patrolling the corridors to monitoring vitals on the now-nonfunctional screens to speaking to a "relaxed" test subject—his words indicated by a series of scribbles emanating from his hull—though the last image was crossed out in red as well.

It seemed that the human employees of Aperture had devised a way to communicate the responsibilities of his job without even speaking with the core. Save for the few that had fallen to the floor, the notes had remained on the wall for him to reference long after the men and women who'd drawn them had died—she pulled away, a strange melancholy rising in her at the thought of him working alone by the failing light to fulfill the multitude of faded and scribbled instructions, the only guide that remained to show him how to keep the test subjects alive.

Chell turned from the sight of the shattered screens and faded notes, suddenly feeling as though she were trespassing, somehow betraying him by seeing a part of his past that he had never before mentioned.

Drawing a deep breath, she began to regroup. The equipment in the room was obviously nonfunctional and would therefore offer no assistance to them—unless Wheatley had the technological capability to repair the console, an outcome far too unlikely to convince her to bring him back to the place. She readied herself to begin the long trek back to the dormitories, no closer to an exit strategy than before, but before she reached the doorway she noticed a folded paper on the floor, its surface covered in slightly less dust than the others. She knelt to pick it up, leaning against the empty doorframe to examine its contents.

To Chell's surprise, the paper unfolded into a hand-drawn map of the facility—or, at the very least, a map of the section she was in. The thick black lines smudged under the pressure of her hand—she wiped her hand off on her pajamas.

Black chalk.

The relaxation facility was simple enough to identify on the map, its general layout already familiar to her, but beyond that she couldn't recognize a thing—nor could she read the handwriting littering the crumpled paper, its frantic scrawl covering nearly every empty space on its surface. It seemed the lines had been drawn, and redrawn, and drawn over a third time, the marks thick on the off-white page. A group of emphatic arrows clustered in a circle around a particular room located far from the relaxation facility. She furrowed her brow at the symbols, their shapes somewhat familiar.

The map had obviously not been there for as long as the facility had been abandoned, though she could not fathom who had left it there—she did not want to contemplate the idea of another human trapped in the facility with them, but it was unavoidable. Someone had taken the time to painstakingly draw the thing and leave it here, but for whom? She moved her thumb to inspect the map more closely and saw a flash of color, holding it up to her face to see a small orange smudge in the corner, its shape vaguely humanoid.

She carefully folded the map back up in her hands and left the room, glad to escape its uncanny stillness. Clutching the paper at her side, she began to make her way back to the dormitories, her mind racing.

It had been left for her—or, if not for her, for a test subject, its purpose clearly to direct someone to the room indicated. The thought that any living thing in the facility had traversed the same walkways as she sent chills up her spine, though she could not imagine what manner of person had left the map. Perhaps it had been another test subject, helpfully leaving behind clues to guide future captives toward their final escape—perhaps that was why there was no sign of the artist here, he had already made it to the surface himself.

But behind that hopeful thought lay a far more realistic one—that it was merely a trap left by GLaDOS, a tiny and innocuous token carefully placed to drive her straight into the (metaphorical) arms of her eternal antagonist. It had been entirely too quiet and safe for the pair recently, the glaring absence of their mutual tormentor weighing heavily on her thoughts. Though she hadn't made a single move against Chell since she'd escaped the malfunctioning elevator—she hadn't even attempted to _contact_ her following that debacle—she knew too well the resourcefulness of the malicious AI.

There wasn't a chance that she had forgotten them or lost them in the bowels of her own facility, as attractive as the thought was. No, she had very likely followed their progress since their first meeting, though Chell found it odd that she had so far resisted interfering with them. This sudden shift in tactic threw her completely, though she knew that was probably the point—she still found herself cringing at the odd sound or suspicious shadow, simply waiting for some true, physical threat to appear. But none had appeared, not for far too long—she almost wished the AI would attack them, announcing her presence and at least giving them something concrete to fight back against.

She jumped at the sound of a distant crash, her sudden movement sending the walkway swaying heavily from side to side. Clutching at her chest, she panted, half-leaning over the railing.

It was possible, as well, that she was still busy fixing whatever Wheatley had ruined—and she knew that he had ruined quite a bit—of her facility, her attention focused on her own needs, arrogantly confident that her captives would never manage to find their way out on their own.

That much was, at least, probably true of Wheatley, but Chell was made of far tougher stuff.

Descending the rickety metal stairs toward her initial walkway, her thoughts returned to the man she'd left in a fetal position on her own bed.

With a long walk to clear her mind, she felt a twinge of belated regret at having stormed off—he was obviously sick, or at the very least exhausted from a sleepless night, and he was struggling mightily with the unpleasant effects of his state on his well-being. She had planned to remain in the dormitories for only one night (she scoffed to herself—the word had little meaning to her) before resuming their trek toward GLaDOS's chamber. But with this sudden, sharp downturn in his health, she began to doubt the wisdom of that plan.

He had barely eaten anything the previous day, and today, nothing but a single piece of beef jerky. She had no doubt that part of his problem was the lack of food leading his body to rebel against itself—and she knew that he would only get weaker if things continued as they were. She could not imagine dragging him through the facility in the state he was in—nor could she imagine leaving him there to waste away until she returned to bring him to the surface. He had to go with her. His knowledge of the facility would be crucial to her success, she knew, and he was another pair of hands and eyes and feet she could use in her bid to finally leave the facility. Apart from that—she could only barely admit it to herself—she found that she had felt somewhat alone in the brief time she'd been away from him.

She frowned. It had never bothered her before.

But the answer to her internal conflict was clear—she could not advance without him, and she could not advance with him in the state he was in, so they would have to remain in the dormitories until he was better.

She felt a sense of satisfaction at having made the decision. Though her first impulse was to rush to the central chamber of GLaDOS's influence and tear the cords from her massive body, she had, for the first time in her life, a responsibility toward another living thing, the responsibility to keep him alive and healthy until he could figure out how to do it himself. Truth be told, she honestly had no idea what she would do when she met with GLaDOS again—she was likely well-guarded, if not invincible by now, having either experienced or observed her chassis being overtaken three times.

There was no need to rush into anything, she decided, nearing the dormitories.

The sound of a blood-curdling scream—a terrifyingly familiar one—cut through her grim thoughts and before she knew it, she was running toward the sound, her hand fumbling confusedly with the doorknob before throwing it open and spilling inside.

Chell stood motionless in the doorway.

He was sitting upright in her bed, the covers thrown off, chest heaving with each deep, panting breath he took. His wide eyes stared straight ahead, tears streaming down his reddened face, his brows drawn together in panicked confusion. He was talking, his lips moving frantically, but she could understand little over the shuddering gasps wracking his chest.

"—_pleasejustleavemealone_—"

Her heart sank. Another nightmare. She crept up to the side of the bed, hoping that at least now he would be more receptive to her offer for help, slowly lowering herself to sit beside him, her hand resting gently on his chest.

She was sprawled on her back on the floor before she'd even registered Wheatley's shout—"_NO!_"—the force of his shove knocking the air painfully from her lungs. She stared helplessly up at the man, his unseeing eyes meeting hers, a stream of sound pouring from his lips.

"Nononononono…"

Chell struggled to right herself, finally regaining her breath and pulling herself to stand on shaky legs. He wrenched himself away from her, rolling to face the other direction, covering his face with his hands. Slowly, cautiously, she moved to his side again, and his entire body began to tremble. She wrapped her arms around his shoulders, pressing her forehead against his upper back, holding on as tightly as she could manage to the terrified man. He thrashed under her grip, hands frantically clawing at her arms to pry them away, but she held fast, slowly rocking her torso from side to side.

After a brief and violent resistance, he seemed to calm somewhat under the influence of her embrace, his breaths slowing to shallow, halting hiccups, a low whine rising from within him.

"Please, _please_ just stop…"

She lifted her head at his words, studying his face as well as she could from behind. His eyes were closed.

"Y-you've made your point. I-I-I can't… can't take any more of this."

She lightly rubbed his arms with her palms, continuing to rock.

"P-please just kill me."

She stopped, releasing him, and he turned hesitantly to look at her, his eyes widening in recognition of her face.

"Ch…_Chell_…?"

His voice was small, nearly a whisper.

She nodded, threading her fingers through his and giving his hand an encouraging squeeze. He looked down at it for a brief moment before breaking again, his face twisting in a display of the most wretchedly _honest_ sadness she had ever seen.

He collapsed in her arms, his torso pinning her to the bed, his wet face burrowed into the pillow above her shoulder. She put her arms around him, rubbing slow, firm circles against his back through the cloth of his pajamas. He wrapped his arms loosely around her shoulders. A strangled noise welled up in him and she patted his back, pursing her lips to produce the only sound she could—

"Shhhh," she soothed, hoping he could hear her. "Shhh."

She could feel his heartbeat racing through his chest, his every breath bearing down heavily on her. Gradually, his pulse slowed, his breaths returning to a regular pattern, his low whine reduced to an occasional quiet whimper.

She could not be certain when he fell back asleep, but she could feel his body go limp against hers, his face dug firmly into the crook of her neck. She shifted slightly beneath him, a bit uncomfortable in the position she'd ended up in, and he shifted in kind, pressing his lips against her neck, his warm breath spreading along the surface of her skin in short puffs.

Quelling the unwelcome sense of content rising in her at the unfamiliar sensation, she laced her fingers together on his back and waited for him to awaken, hoping that this sleep would be filled with happier dreams.


	13. The Scratch

**A/N: **Obligatory reminder of the story's M rating.

* * *

**[Part 13]**

The first thing he noticed upon waking was the silence.

Eyes closed, he contemplated the stillness in his own mind. It couldn't have been all that long since such silence was the norm for him, he knew—but in the time that had passed since She'd first graced his dreams with Her presence, Her cruel jabs and taunts had filled him, crowding out even his own thoughts only to replace them with a needling, incessant anxiety. It had taken every ounce of strength he possessed not to show signs of his struggle to Chell, to bite back his responses to Her cackling observations of his inadequacy, though he suspected from her intense stares and odd behavior that she had sensed something was wrong with him anyway.

He wasn't sure exactly how long it had been since it began—sleep had a terrible effect of muddling his sense of time, he'd found—but now, regaining consciousness in Chell's bed, immersed in that scent that had captivated him as he fell asleep, he could find no trace of Her influence in his mind. He knew better than to assume that She had left him permanently, but he was far too thankful for the lull to question his good fortune.

Head still throbbing with a dull ache, he tried to recall what it was that had so disturbed him earlier, fleeting images of his most recent dream slowly returning to him—a woman with a wicked smile and hands like claws, perched on top of his paralyzed form. Through his tears he had seen her fingers stained red, nearly as red as her lips, digging into his flesh as though she wanted to tear it all away. Her face had been unfamiliar, angular, severe despite her wide grin—and her voice…

He groaned, trying to will the memory away, and dug his face deeper into the inexplicable warmth of the bed.

It shifted beneath him and his heart caught in his throat—his eyes flew open to see her beside him, asleep, her face mere inches from his own. He froze, his skin prickling with the realization that he was not alone, that she was there with him—_beneath_ him. He'd somehow managed to fall asleep draped over her slight chest, his chin tucked into the curve of her shoulder. He fought to remember exactly what had put them in the situation they were in, but his thoughts were too hazy—he could recall little after the strange woman's attack.

She looked peaceful, he noted, observing her from a far closer proximity than he had before. Her brow was smooth, her lips curled in a slight smile, a sharp contrast from her customary scowl, but he knew from experience that her expression would change as soon as she awoke. Slowly, carefully, he began to lift himself off, hoping to make his escape before she woke. But as he pulled away, a slight but insistent pressure at his back held him close—her arm, wrapped around him, kept him hovering tentatively over her.

As he paused, torn between immediately waking her by moving further away and eventually angering her by remaining so close, her face tensed, her lips twitching and her eyebrows drawing together. He watched in horror as she opened her eyes, her gaze falling on him. He was at a loss for words, struggling to come up with an explanation for something he could not even remember, utterly bewildered at the soft smile playing on her lips, at her eyes brightening with recognition. He felt her hand move on his back, rubbing a small, firm circle against his skin through the cloth.

She didn't seem angry.

"Chell…" he began, his voice sore and hoarse, but he could find no words to follow it.

Her other hand appeared, fingers running through her hair before rubbing at her eyes. She blinked slowly at him, a sigh escaping her lips, the hand on his back lifting and falling against him in a series of gentle pats.

"Chell," he began again, "Please let me go."

Her eyebrows lifted. After a short pause, she removed her arm and he left her side, sitting upright, comforted by the increased distance but disappointed at the loss of her warmth. He pushed the thought from his mind and drew a deep, stabilizing breath.

"I, um… what, ah… what happened?" he asked nonchalantly before mentally kicking himself for asking a question she could not answer. "I mean—"

But she responded nonetheless, using her arms to prop her body up against the pillows beneath her, pointing toward the floor with one hand. Sheets and blankets lay in a tangled mess next to the bed, and with the sight a flood of further memory returned to him.

"B-but I thought—I thought I was still—" he stammered, eyes snapping back to meet hers. "I wasn't asleep, was I?" he asked hesitantly, fearing he already knew the answer.

She shook her head, lips curled in a small frown.

He felt ill.

"Then that means," he paused, swallowing thickly. "That means I—I hit you, didn't I?"

He remembered it now, as vividly as anything, he'd seen a flash of pale skin and dark hair near him, a hand reaching out to touch him, and he'd snapped, shoving its owner away with all his might, sending her tumbling off the bed with a painful thud.

She seemed thoughtful, eyes drifting from him for a brief, contemplative moment before she shook her head, smiling.

"Oh." He released the breath he hadn't realized he had been holding. "Th-that's good."

As he exhaled, her hand made its way to the side of his face, gently pushing his head downward until his cheek connected with her stomach. Far too relieved to protest, he allowed her to move him, the rest of his body curling into itself to lie beside her. He was unsure of her goal, but unwilling to defy her, grateful for the returning warmth of contact with her body. Watching her closely from the new angle, his vision shifting with the rise and fall of her breaths, her hands fell on him—one stroking at his hair, the other cupping the side of his face.

It felt good.

For a moment he was no longer certain that he was actually awake. Her eyes were half-lidded, her face calm, and she smiled again, inscrutable eyes trained on him. He mirrored the expression hesitantly. So much about this felt wrong—it felt right, yes, but it felt wrong, too. He couldn't sort it out in his head, her pleasant warmth battling the anxiety of their closeness. He felt the urge to flee—her grip on him was loose, nothing he couldn't easily overcome if he moved fast enough—but it seemed she actually wanted him to stay there.

Where had her vitriol gone, her aggravation and impatience? So often in the short time since they had found each other she'd punished him for merely touching her, clearly communicating her wish for him to stay far away from her body—a wish he'd tried hard to fulfill. Yet now she was touching him, and she seemed perfectly content with the contact, if her smile was any indication. And when she'd moved the bubbles over his wet skin before, when she'd pushed her face into his chest after finding the small white room with all of the water—it hadn't bothered her then, either.

The inconsistency was perplexing, to say the least.

Her hands had ceased their movements, removing themselves from him. He lifted his head to watch her straight-on, chin planted in the soft curve of her belly. She furrowed her brow, appearing to think hard about something, before reaching out to tap the side of his head, then point at him.

He watched her blankly, growing nervous—she hated when he couldn't understand her gestures, and this one was truly mysterious.

"Umm… I—I really don't…"

She pursed her lips in thought, then pressed her hands together and leaned her face onto them with her eyes closed—he recognized her symbol for sleep from the corridor. After a moment, she jerked, eyes flying open, mouth gaping, arms held up in the air. Her gaze fell on him again and she gestured toward him.

Her meaning was clear.

"You, ah, you want to know about my… dream? Is that it?"

She nodded, satisfied.

"Oh, well… it's nothing, really," he began, wondering exactly what he could say to make her drop the issue. What was it that humans normally dreamed about? He vaguely remembered some of the scientists discussing dreams involving nudity and failing tests, but he wasn't quite sure if his admittedly faulty memory had distorted their words.

She frowned.

He couldn't tell her the truth, he knew. The consequences would be unthinkable. What would she think of him if she knew he'd been harboring her worst enemy for days? If she knew that the AI plotting her death—or whatever it was She was actually plotting—had been watching her all along, because of him?

_I'm quite sure it would terrify her._

He shuddered as Her words echoed through his head, pulling his body up and away from Chell, his muscles tensing.

She tilted her head, brow creasing with an unspoken question. He continued to babble, pushing past the rising anxiety and struggling to keep his voice from wavering.

"L-like I said, it's really nothing, just normal… normal human nightmares, you know—" he stopped, Her voice disrupting his thoughts again.

_I wonder what it would be like to learn that your every move is being followed by your mortal enemy, thanks entirely to the help of the pathetic weakling you once thought of as your friend._

He shook his head, trying to clear Her words away, fighting to hold his expression steady, to keep his face from reflecting Her presence.

"I—I—I'm sure you've had some yourself," his voice cracked and he paused, clearing his throat. "At some point. In your life." He smiled painfully, gritting his teeth.

_Think about it._ the voice continued in a smug drone. _You've already betrayed her, haven't you? Simply by continuing to exist, you've sealed her fate._

He clenched his fists against the mattress, his throat tightening.

_Thanks for that, by the way_.

Her hand touched his face and he cringed at the sudden contact, shrinking under the pressure of her questioning look. Her eyes were so—concerned. Kind. Could that possibly be the face of a woman who hated him?

_Do you think she can tell that I'm in here?_ She sounded genuinely curious. _Oh, well, I'm sure that if she doesn't already, she'll see it soon enough_.

He began to shake, eyes dropping to avoid her gaze.

_She was right not to trust you._

He pulled away from her, moving to stand, but her hand shot out and gripped his wrist, keeping him near. He searched her face for a clue as to her intent—her eyebrows lifted slightly in the middle, her mouth turned downward, her head shaking from side to side.

"N-no? No what?"

She tugged firmly at his arm, drawing him closer, positioning him so that their bodies lay alongside each other, pushing his head down to rest on her shoulder and leaning her cheek against the top of his head. He remained still as she wrapped an arm around his shoulder, the other guiding his own limp arm across her torso, mystified as to her intentions.

Her firm grip was soothing, far more comforting than it had any right to be—but of course it would be, wouldn't it? Everything she was doing, everything she had been doing since waking—it resembled a more advanced, horizontal form of what she'd done to him when she first found him in the halls of the relaxation facility. The realization washed over him.

She was trying to make him feel better.

There was nothing in her demeanor that seemed annoyed or impatient, as She had claimed her to be before. Even though she had no idea what was wrong with him, she wanted him to feel better, and she was using her body to achieve that goal. He felt an absurd swell of joy at the thought—she was _concerned_ for him, can you hate someone you're concerned for?—and tightened his grip on her waist, warmth flooding his face. He leaned heavily on her shoulder, his hand beginning to wander upward, thumb barely grazing the curve of her—

_**There**__ it is_.

A rich, satisfied laugh echoed through his mind and he tensed beneath her arm, snatching his hand away from her. She was right. It _was_ there. Hidden beneath the comfort and the kindness of her touch was something more, something dreadfully familiar.

_Take what you want. It would be so easy. You're stronger than she is, you know._

He shuddered, his course of action devastatingly clear—he had to get away from her. Fast.

"_Chell_—" he lifted his head from her shoulder, turning to face her.

She leaned toward him, her lips pressing against his forehead for a brief moment, soft and wet, before breaking the contact with a light popping sound.

He stared at her for a long moment, his mind silent, devoid of thought from either source, before She finally responded, a note of disbelief in her voice.

…_Disgusting.._.

She grasped his hand, returning it to her side and holding it there, pressing his palm against her, watching him closely. His fingers splayed beneath hers, clutching at her side. He swallowed, his face very warm. Did she honestly think this would help? Because it felt worse. Much, much worse. She stroked his arm lightly, the nearly imperceptible sensation of her fingernails against his skin sending a shiver through his entire body.

Did she even know what she was doing to him?

"Stop," he choked back a sob. "_Please."_

She released his shoulder and he pulled himself off of her again, arms folded tight across his chest. She watched him, her eyes brimming with concern, and he was struck with a pang of guilt at having rejected her attempt to make him feel better, even though it was for her own good.

The words poured from him at her hurt look.

"Look, I—I appreciate what you're trying to do for me here, I really do," he began shakily, "H-holding me until it goes away and all. That worked before, didn't it? Yeah. It did. But it's really not working now. I-it's making things worse. A lot worse."

_That's what she wants—to make everything worse_ _for you_.

He studied her face for any evidence to support Her claim, but her expression was unreadable, her eyes resting calmly on his huddled form.

"I—I'll be honest with you, I don't really know what you want from me—if you hate me o-or if you want me close to you—"

_Why would she ever want to be close to you? You're a traitorous degenerate. You tried to __**murder**__ her._

At her outstretched hand—which he swatted away, gently but firmly—he felt something go loose inside him.

"I know why you saved me," he breathed, pausing to search for a reaction but finding only more confusion in her eyes. "I-it wasn't because you want to help me, was it? It was because you don't trust me."

Her eyes widened and she shook her head emphatically, denying his claim.

It was kind of her to do so, he felt.

"You don't have to lie about it, love, I understand," he smiled ruefully. "I know you still hate me for what I did. A-and I don't blame you, _believe_ me, I don't. I deserve it. Every bit of it."

She lowered her eyebrows, her gaze sharpening, pulling herself upright to face him.

"A-and I know what you think about my body. I'm sorry about that, I really am. I know that you know that I still feel the itch and that there's something—_seriously_—wrong with me. I want—I want—" he couldn't find the words, his words dissolving into a growl of frustration.

She leaned in closer to him, concern etched on her face. He leaned away, his throat tightening.

"When you touch me I _want_ something but I can't have it because I don't know _what_ it is and if I _take_ it She says I'll hurt you and I don't want to hurt you again—" he stared down at his hands as the half-formed thought left his lips in a panicked rush. "She wants me to but I just can't—"

Her hand fell on his shoulder. He halted, staring at her with creeping dread.

"She…" he faltered.

_What are you __**doing?**_

It was too late.

"She's in my head, Chell," he whispered. "She put something in me when She put me in this body, and—"

_Shut up, you moron—_

Her expression remained steady, her eyes focused on him.

"—and sh-she can see what I see. I don't know how, but—she's been watching us this whole time."

_Don't __**tell**__ her that!_

Frustrated tears welled in his eyes.

"She deserves to _know!_" he snapped.

Chell nearly jumped.

"The dreams—they were from Her. She's there whenever I fall asleep, hurting me and telling me—bad things," he choked. "I didn't know she was watching us, you have to _believe_ me—" a tear slid down his cheek as he shook his head, his chin bowed in shame.

She brushed it away with her sleeve, then took hold of his jaw with both hands and lifted it, forcing him to look at her. Her head was tilted toward him, her eyes wide and unblinking, her breaths deep and even as she scrutinized him.

"I—I can hear Her in my head," his stomach twisted and he fidgeted beneath her hands. "All the time, now."

Her gaze darkened, brow creasing, eyes narrowing dangerously. As her grip tightened on him, her fingertips digging into the sides of his face, he felt a sharp pang of anxiety and closed his eyes.

_Good job. Now instead of carrying you around like a helpless child she'll just drop you off the next catwalk she finds_. She sighed. _To think of all the resources I wasted_—

Pushing past Her disapproval, he continued.

"I don't know if She's t-telling the truth about you, Chell. If you really do hate me and want me to go away. S-sometimes it really feels like that but sometimes it doesn't."

He braved a glance at her, but her expression hadn't changed, her eyes fixed upon him.

"But I do know that She's right about the itch. It's worse than ever. I'm—I'm going crazy. I-I can feel it _right now_ and it makes no sense but I know I'm going to hurt you like I did before..."

She was glaring at him, her expression filled with venom. He crumpled under the weight of it. It made sense—and he should've expected it. She had every right to be furious with him for this, he knew, but it tore at him anyway, the guilt of his unwitting betrayal, the anger in her eyes.

A heavy moment of silence stretched between them.

He knew he had to leave her, had to let her escape without him—it was the only way he could help her now. But how could he convince her to let him go, when she had no reason to trust him? He had to try—for her sake.

"I'm—"

Her grip on his jaw slackened, one hand falling away, the other pressing a single digit against his lips, silencing him. He paused, watching her face—_transform_, really, there was no other word for it—the hardness dissipating entirely, her brow smoothing and her eyes softening. She shook her head, a heavy sigh escaping her. Her hand moved from his lips to the side of his face, petting at the skin of his cheek before reaching around the back of his neck and tangling itself in his hair.

She leaned forward, pulling his face toward hers, pressing her lips against his cheek and lingering there, her breath warm against his face. He shivered and she pulled back slightly to repeat the movement, gently pushing against him, her lips traveling across the plane of his face in short bursts of contact.

_What is she—_

"What are you—"

Before he could finish she'd silenced him again, this time with her lips pressing against his own. He jerked away reflexively, but her hand planted at the base of his skull held him still as she increased the pressure, her head tilting to one side, her eyes falling closed. A confused sound escaped him, muffled by her mouth, but he was paralyzed, captivated by the strange sensation of skin sliding wetly against skin. She broke contact abruptly, pulling back to stare steadily into his eyes, licking her lips.

Any hope of forming an intelligible response to her action dissolved at the sight of her tongue darting out from her mouth.

"I—uh."

There were no helpful words from the AI squatting in his head—only a stunned silence.

He swallowed.

She leaned in again and he made no effort to resist the contact, his own eyes sliding closed as she crushed her lips up against his. He stiffened as her tongue escaped her lips to run over his, wetting them messily with her saliva. His lips pursed instinctively at the strange sensation, but she pushed past their resistance, slipping effortlessly inside. He grunted at the warm, wet muscle wriggling inside of his mouth, sliding against the surfaces within. He pushed back against it, its texture rough and unfamiliar against his own.

After a brief struggle, she pulled back slightly, retrieving her tongue only to pull and nip at his lower lip, kneading it gently with her teeth before drawing it into her mouth with a strong suction, running her tongue over it to soothe its aching surface. A small, strained noise escaped his throat as she broke contact and moved away. He remained still for a long moment, struggling to regain his breath with his mouth agape, before daring to open his eyes.

She was still close, biting her lip, her face flushed. Her chin was bowed, her eyes gazing up at him, her expression soft and sad and anxious—a look he'd never seen on her face before.

He shivered again, warmth rising in his cheeks, the surface of his skin tingling with a dangerous mix of confusion and excitement. Stifling the insistent presence of his resurfacing itch, he tried to sort through the situation logically, licking his lips clean, tasting the evidence of her still on his skin.

She was very obviously not opposed to touching him, at least not at that very moment—not even with parts he'd barely ever considered touching, like her mouth. Which tasted surprisingly good. Her act had been so direct, so forceful and full of intent, it had to mean something, something important—but what? It hadn't hurt, not really, so her intent was likely not malicious—had she simply come up with another way of comforting him?

He'd seen some scientists engaging in such touches before, but the act had never been this drawn-out or messy, and they'd always parted ways shortly after the interaction. But she was still there, looking up at him as though she expected something from him. The silence between them grew, setting him on edge, and before he knew it he had already begun to stumble over his own words, anxious to fill it.

"Well. That, ah. That… happened."

He wasn't sure what else he could say, really.

She winced, looking away from him, her shoulders hunching slightly, and before he knew it she was moving toward the edge of the bed. His heart sank at her dejected look—not the right thing to say, apparently—and he caught her by the shoulder, stopping her.

"Wait—" he blanched as she did just that, turning to gaze at him anxiously. He hadn't expected her to actually do what he'd asked. "I—that thing, uh, that you did? Just then? That was… really nice of you. So, um. Thank you for doing that."

He nodded vigorously at her, sitting back on the bed, hoping his words might comfort her. She paused at the edge of the bed, still watching him over her shoulder.

"I'll be honest, though," he admitted hesitantly, "I'm not quite sure exactly what it was, or… or why you did it."

She sighed, turning to fully face him, sitting with her knees folded beneath her.

"Because if you're trying to help me with the, um… _you know_… I don't really think this is the way to go about it, love," he continued, careful to tread lightly about the subject, his hands folded surreptitiously above his crotch.

She didn't seem to notice. Her silent, steady gaze unnerved him, spurring him to speak again.

"I suppose what I don't understand—if we're going to go ahead and put all this out there, you know—is why, exactly, you seem so keen on touching me right _now_, when all the other times you wanted to hurt me. Is—is that normal? For humans, I mean?"

She winced again, her eyes growing sad, and shook her head.

"So—just you, then?"

Her shoulders shook with a silent laugh. She shrugged.

"Y-you don't have to worry about pretending, love, like I said before—She told me everything. I know you—you think this body's disgusting, and you don't have to push past all that just to convince me to stay—I promise I won't betray you, I'll just go and you'll never see me again…" he smiled warmly at her, hoping she would take the offer without a fight.

Her eyes snapped back up to his, her mouth slack. She pressed her lips together and shook her head.

"You can trust me—you have no _reason_ to, I know, but you _can_—" he continued firmly, but stopped at her glare.

She shook her head again, slowly, deliberately.

"That's… not what you were saying no to? The leaving bit?"

A nod.

"What, then?"

She looked him up and down, lips pursed in thought, before waving her arm at him.

"Sometimes that—that pointing thing just doesn't work with me," he apologized.

She sighed, flattening her palms, holding them out to his sides and moving up and down his body without touching him, then clenched her hands into fists and hit them against her chest.

"S-something to do with this body?" he guessed hesitantly.

She nodded, then pressed one palm firmly against his chest, holding the other against her own. Her eyes were desperate, almost pleading, but still he could not understand her meaning. He lay his own hands over hers, hoping that imitating her gesture might help, and her expression brightened.

"I—I'm sorry, love," he sighed, defeated.

Her head dropped and he watched as her eyes widened briefly and she looked away from him, her face flushed. He followed the path of her previous gaze to his own hips, then scrambled to cover himself back up again.

"Sorry—I'm sorry—really, I _am_, it just _does_ that," he stammered, freezing as she turned again to face him.

Her expression was different, no longer defeated or sad or disappointed—no, her eyes were hard now, hard but not angry. He studied the thin, tense line of her lips, the downward slope of her brow, wondering exactly where it was he'd seen the look before—then it hit him. It was the very same look that had greeted him at the start of each of his idiotic test chambers. He hadn't seen it since, the shock of its return giving him pause. He knew exactly what it was.

Determination.

She held his gaze, jabbing a finger first at herself, then at him.

"You… me." He puzzled through the seemingly simple gesture as she repeated it. "You want to… _show_ me? Show me what you were saying no to?"

She nodded firmly, moving closer to him.

"Okay. You, ah, go ahead, and I'll just—_oh._" She gripped his shoulders tightly, propelling him toward the wall, and he fell back, working his legs and arms to make her job easier.

She reached beneath him to prop his back up with pillows so that he came to rest in a rather comfortable half-seated position against the headboard. It was odd, the ceremony with which she was going about this demonstration, especially when previous ones had simply involved arm waving and exasperated sighs. It must be a rather complex thought she needed to communicate, he decided, feeling a twinge of pity at her handicap.

He was nervous at the suddenly businesslike manner in which she was handling him—but somewhere in her determined eyes was something else, something soft, a hint of compassion that comforted him. She came to rest seated at his side, her head tilted toward him, her eyebrows rising in silent query.

"G-go ahead," he smiled, hoping whatever she had planned would not last long. "I'm—I'm ready."

She smiled, a small, fleeting grin, before sliding her hand beneath his shirt.

He jerked at the sudden contact with her cool fingers, wide eyes staring questioningly into hers, and she shrugged in apology, rubbing her palm over his partly-exposed belly.

He fidgeted nervously.

"That's—um, okay, that's my stomach, there. I think."

Chell nodded, squeezing it slightly before pushing her hand up further beneath the cloth, her fingers curling and relaxing to stroke at the skin stretched over his ribcage. His muscles twitched suddenly at a strange, sharp sensation shooting from the point of contact between them—she stifled a laugh and moved her hand away from the area. Her fingertips dragged lightly over the skin of his chest before grazing the more sensitive spot of flesh nearby. She toyed with it for a moment, circling it before rubbing the pad of her thumb over it, then repeating the motion on the other side.

"Ah—oh, well, that's… that's really quite a strange… _oh._" he stopped abruptly, his back arching, as she lightly pinched it between her thumb and forefinger before retracting her hand from beneath his shirt.

He caught his breath, staring down at his chest.

"E-excellent demonstration, I understand exactly what you were trying to tell me, now I think—" he struggled to sit up, but she pushed him back down, then tugged at his shirt to pull it off over his head.

"Okay."

Suddenly exposed, he wrapped his arms across his chest and waited.

She smiled, then shifted to bring her body alongside his, dipping her face into the crook of his neck, alternately pressing her lips against the skin there and flicking at it lightly with her tongue. He leaned his head away to give her better access—it felt quite nice—and she hovered there, suckling at his skin. He shuddered at the sound of it, loud and wet, his arms loosening and falling away from his chest. She pulled away. He looked down to see her press her lips up against the top of his chest, trailing a line of further such contacts down the front of him, her eyes staring pointedly into his as she did so.

He fought to come up with a proper response to her bizarre—and incredibly pleasant-feeling—ritual, but the words died in his mouth as she focused on that more sensitive bit on his chest, swirling her tongue around its hardened shape in her mouth.

"A..ahh…"

She pulled away, sitting upright and taking hold of his arm to begin anew. Starting near his neck and all the way down to his wrists, she pushed her lips against the skin, breaking each contact with that tiny, infectious sound before pressing her face into the palm of his hand. She repeated the process with his other arm with painstaking thoroughness.

He watched her intently, no closer to understanding her point, but somewhat amazed at the utter lack of disgust she displayed despite being so close to his body. He searched his mind for any trace of Her influence, curious as to Her opinion of Chell's strange behavior, but found absolutely nothing of the AI within him. It was as though she'd fled his mind entirely.

She paused at the end of her administrations to glance up at him, her cheeks rosy from the effort.

"That's, ah… that's quite nice," he smiled supportively, nodding. And it was—regardless of what it actually meant.

She returned his smile, then held her palm toward him, holding his attention. She pointed first toward him, then toward herself, and in one fluid motion pulled her shirt up over her head and tossed it to the floor.

He stared wide-eyed at her smooth skin, at her true curves no longer hidden beneath layers of ill-fitting cloth. A small, light blue garment was wrapped around her chest, compressing her body there—uncomfortably, it seemed to Wheatley—and she followed his eyes to the apparatus before laughing. She grasped the garment toward the middle of her chest and then pulled her hands apart, taking the cloth with them, her flesh spilling free of its confines.

He gaped at them.

She waited, watching his face as he stared unblinkingly at her bared chest, his eyes following the smooth contours of the things. They were—nothing like what he'd imagined. Amazing, really. Small, gentle swells of impossibly soft-looking flesh projecting in a rather fetching manner from the top of her ribcage, the tips of which culminated in darker structures, equally fetching.

He tore his eyes from the sight to look into her eyes, searching for something—anything—to explain just what she thought she was doing. Humans wore clothes nearly all the time, he knew, it was their natural state to be clothed, and now she was removing that protective barrier between them, exposing their bodies to each other. He was struck for a moment at how vulnerable she seemed now, how small and unprotected she had made herself before him.

_Him_—the former AI who'd tried so hard to murder her.

He had no idea what she meant by any of it but it seemed important, very important that she had done this. Her eyes were soft and full of something he wasn't sure he could properly identify, something he simply couldn't convince himself was there.

Trust.

She took hold of his hand and placed it over her breast, pressing it up against her as it curved to cup one gently, his palm nearly dwarfing it. He lifted the mass experimentally, weighing it carefully in his hand, before allowing it to drop, mesmerized by the miniscule, rolling aftershocks of the fall on the flesh itself. His other hand traveled to the opposite side of her to mirror his movements and he stroked at her chest with his fingertips, feeling the bumps rising on her skin at the contact. He rubbed lightly at the tips and they shifted, hardening beneath his touch—he glanced at her face. She didn't seem bothered by it.

He suddenly remembered the gesture she'd given before divesting herself of her own clothes—she'd pointed to him, then to her. That meant—

"_Oh_."

He sat up, taking her by the shoulders, then lay her carefully back against the pillows, smiling sheepishly at her surprised look as he knelt above her. He ducked down to graze the skin of her neck with his lips, pressing them against her in what he hoped was a satisfactory imitation of what she'd done to him, lost again in the combined scent of her body and that new, sweet scent she'd recently acquired. Her hand came to rest lightly on the back of his head and he moved downward, licking and nudging at the skin of her chest. Arriving at her breasts, he moved his mouth against her flesh in a series of gentle pecks, marveling at the way they shifted and yielded beneath the pressure of his lips before taking her into his mouth, tongue prodding and flicking at the hardened tip.

She shuddered beneath him and he pulled away, nervous, only for her hand on the back of his head to shove his face back down to her chest, redirecting him to the other side. He resumed his administrations, lapping and suckling at the soft flesh. Beneath him, she drew a long, deep breath and sighed, and he lifted his eyes to meet hers—she was smiling.

He detached with a wet pop and smiled back.

"Y-you like that, yeah? I did too—"

She pushed at him until he rolled away, unwillingly departing from his new discovery. Grasping the hem of her pants, she pulled them down her legs, struggling to kick them off. His stomach fluttered, the insistent tightness of his remaining clothing intensifying at the sight of her bared legs, the tiny triangle of fabric covering the area where they met her body. He fought to ignore the itch, instead examining the cloth closely, intensely curious about the area it hid so well from his view. If it deserved its own piece of clothing, it must be special—at least as special as her breasts had been, he decided.

As he watched, her hand traveled down her torso to clutch at herself briefly, her chest rising slowly with her deepening breaths.

She hooked her thumbs beneath the thin outer loops of the thing and slid it off, leaving herself entirely unprotected. She held out her hand to him, beckoning him to crouch between her legs and he did so obediently, studying the newly-exposed area with mounting alarm.

He'd feared as much.

"That's—oh, love—that's…" he stammered, unable to meet her eye. "I've got a bit of, ah, bad news for you, here…"

She quirked an eyebrow at him.

"There's nothing…" his voice dropped to a whisper as he pointed. "…down _there_."

She rolled her eyes at him, shifting to widen the spread of her legs, then took hold of herself with her fingers, pulling herself open in front of him. He bent over to get a better look, astonished.

"Oh—wow, I guess there _is_ something—not sure exactly what, though…" he muttered, and her body shook with silent laughter.

Between her legs, the area that had been covered by the smaller cloth—it was actually a small bump, utterly devoid of any physical structure he could recognize, framed with light tufts of short, dark hair. And between her legs was a split, the halves of which she held open for him, exposing what they had hidden before—something truly alien, a series of small folds, pink and wet and fleshy.

He bent closer, holding it open with one hand—freeing up Chell's, quite politely, he felt—and rubbed the fingers of his free hand over the warm, moist skin within, marveling at its smoothness. His hand came away wet and he toyed with the substance for a while—thicker than water, it seemed almost sticky—before licking it away, smacking his lips at the unfamiliar, but not unpleasant, taste.

"Mmm…"

Her entire body shivered at his contemplative sound and he looked up in alarm.

"You alright, love? Is—is this wrong? What I'm doing?"

She shook her head violently from side to side and he nodded, continuing.

There was something at the top of it, he noticed, pulling at folds of the structure to expose a tiny nub of flesh. It almost looked like a button, he realized, leaning in to study it before pushing it firmly with his finger.

She jerked, her knee connecting with his head and he pulled back, clutching at the side of his face. Her eyes were wide—and more than a little angry.

"I-I'm sorry… I thought I was supposed to—" he stammered.

She shook her head vehemently, leaning forward to grab his wrist, then lying back, placing his hand close to the structure, guiding his fingers to stroke at the skin near the odd little thing, but not directly over it. Beneath his hand, the strange structure tensed and twitched, seemingly reacting to his influence.

Her hand left him and he continued to rub carefully, gently, watching her face cautiously for signs of displeasure. Her eyes fell shut and she heaved a deep breath from her lungs, her arms limp at her sides, her fingers curling every so often.

She was smiling.

He still wasn't entirely sure what it was she had wanted to show him with—all of this—but he could honestly say that he didn't mind, he decided, a chill running through him at the sight of her unfiltered joy, a joy it seemed he was providing her.

He fought to ignore the nearly painful pressure at his hip, instead focusing further on the area that seemed to make her happier than he'd ever seen her.

His hand left the spot she'd guided it to, wandering downward to catch on the rim of a slight depression in the skin, more of the sticky moisture accumulated within. Intrigued, he poked at it tentatively and soon found his finger sinking into her body, the passage gripping rhythmically at his prodding exploration.

"Oh—oh! There's a hole here, did—did you know that?" he asked her, eyes fixed on the sight, slightly nervous as his finger disappeared into her, but also intensely intrigued by the thing itself, its contractions pulling him inward. It was so incredibly wet and soft and… _tight_. His free hand wandered to cup himself, rubbing idly at the constrained stiffness of his pajamas, furtively trying to relieve some of the increasing tension of the itch. He curled his finger slightly within her.

She gasped.

He pulled it out, his pulse quickening, his other hand wrenching itself from his aching hips.

"I'm—I'm—I'm so sorry, I shouldn't have done that, should I? That was—that was completely out of line, wasn't it?" His voice shook and he stared at his hand, moisture glistening on the surface of his finger. "That was—wow, that was _in_ you, can't imagine that would ever be pleasant…"

She looked down at him through half-lidded eyes, her mouth open as she panted. She licked her lips and swallowed, then struggled to sit up.

"I can just leave right now, it's fine, you'll never, ever see me again, I promise—what are you—"

She seized him by the shoulders and pushed him down against the pillows, switching places with him again, swinging her legs over him to sit down heavily on his thighs.

"Or-or-or you can kill me, yeah, that's fine too…" his voice rose in pitch as his heartbeat raced, the situation—and the position—far too familiar for comfort.

She tilted her head at him, eyes hazy in their confusion, before reaching between her legs to press her palm firmly against the obvious bulge in his pants.

He shook miserably.

"No—no—changed my mind—please don't kill me o-or hurt me, I'd… really like for that not to happen," he begged, hands lying uselessly at his sides.

She splayed her fingers across its length and began to rub him, gently but insistently, through the cloth. He stared down in horror at her hand as it massaged him, her pressure sending a dizzying rush of sensation to his brain, the itch swelling and growing with the movements of her hand.

"Oh, oh—ohh—that's… that's not hurting, is it, that's… _ahhn_," he faltered as she ran her fingers up and down the length of him, pressing the cloth down on either side of it, increasing the excruciating pressure against the straining organ as her other hand supported and kneading the structure below. It pulsed visibly beneath her hand even through the cloth, his hips twitching and restless.

He whimpered.

She smiled calmly at him, lifting herself from him for a moment to pull his pants off—with some measure of difficulty—and returned to her spot crouched above him, her hands eagerly exploring the rigid shape jutting awkwardly from his hips.

"Mmh… okay, so maybe you're not—maybe you're not going to hurt me." He bit back a gasp as she pulled at the skin, tugging it down the length of it to rub gently at the newly-exposed region at the top, red and swollen and wet. "B-b-but I thought _I_ was supposed to—_ohhmanalive_—" He clenched at the mattress with his fist, his hips jerking into her hands, jostling her above him.

She merely smiled in response, then brought her hand to her face, spitting into her cupped palm.

"So about that itch thing, Chell—y-you do know you're making it completely _unbearable_, right?" he croaked, taking advantage of her short break.

She nodded and swirled her hand around his stiff member, spreading the warm slick saliva over his skin before lifting herself to her knees and crawling further up his body.

"Because I feel like this is pretty well—_ohgoddon'tstop_–o-out of my hands at this point, you know?" he babbled nervously as she pumped her fist firmly up and down the organ.

She nodded again, planting her knees against the mattress, one on each side of his waist.

"J-just, just making s—s—oh god, what are you _doing?_"

Her hand held him firmly, pointing the glistening, flushed organ straight upward as she lowered her hips toward his. He watched in stunned silence as she guided him to the juncture between her legs, pressing the tip against her body and sinking downward, drawing him slowly but surely into her body. He nearly began to panic, unsure of what she was trying to accomplish, whether it would hurt, but her palm pressed down against his chest calmed him.

She paused halfway down, panting, her legs quivering against his sides.

It was utterly indescribable, the sensation of fitting a part of him into another person, her warmth surrounding him, clenching him tightly in rolling waves. He looked up—her eyes were closed, her brow furrowed in seemingly deep concentration. She bit her lip and pushed down, and he found himself met with a resistance that slowly ebbed, allowing her to slide further onto him.

His hands ached to touch her, one moving hesitantly to clutch the outside of her thigh, the other grasping her hand as she knelt above him. She responded to the touch, squeezing his hand, her eyes opening to meet his. She sank down the rest of the way and stopped, holding him inside.

He stared up at her. She hung there for a long moment, her face flushed with exertion, her chest heaving with her quickened breath. Her hair had long fallen from its tie, its black waves cascading over her pale shoulders. His heart ached with something indescribable at the look in her eye.

"So…" he laughed nervously. "Th-_that's_ what those are for?"

She smiled and began to move.

He fell into silence as she lifted herself, pulling him out of her—but not all the way, he realized as she settled gingerly back down, the sliding friction of her movement sending a nearly electric thrill through his body. She repeated the motion again, her hips rising from his then falling again and he hissed, sucking air sharply through his teeth.

Their eyes met and she paused.

"Keep—keep doing that," he breathed.

She rose and fell again, more quickly this time, the movement blending smoothly into the next as she continued, moving her hips up and down while gripping him tightly with her body. She soon fell into a steady rhythm, the spread of her legs affording him a rather captivating view of the procedure. Leaning down over his body, she placed a hand beside his his head for support, and he leaned to nuzzle her arm with his forehead, eyes locked on the erratic movements of her breasts swaying above him.

"_Hhnnh._"

She paused at his inarticulate sound, holding herself above him for a long moment, til he ached from the lack of movement. He whined, the pause growing increasingly more uncomfortable, and thrust his hips up to regain full contact with her. She shuddered in response, her walls tightening around him, waiting another long moment before carefully pulling away, climbing off and lying down beside him.

He stared at her in disbelief.

"No, no, no—wait—please don't just _stop!_ I'm not—I'm not done yet," he faltered, sitting up.

She looked away, seemingly disinterested in his protests. He crawled between her legs, bending over her, his voice tight with tension.

"Please get back on top of me—"

Her arms snaked around his neck and pulled him down so that his body was flush against hers. He leaned heavily on her, pressing his aching erection against her inner thigh, his hips twitching anxiously at the friction.

"Please, please, _please_…"

She held his gaze for a moment, eyes full of—pity?—as he rocked helplessly into her leg. He held his breath as she reached down to guide him back to her core, pressing the tip up to her entrance. He shivered at her touch, his every muscle coiled so tightly he thought he might fall apart—she wrapped a leg around his hip and pulled him forward. He gasped as he entered her, the strength of her pull enough to force him inside.

"_Ahh_—"

She released the pressure on his hips and he slid partway out, his eyes locked on the point of connection between them. Her leg tightened around his waist, and his hips were pushed forward again, burying him deep within her. He hung over her, panting with the effort, eyes squeezed shut, lost in the returning heat, the slick, inviting tension between her legs. She released him again and he slid out, waiting for a moment before tentatively pushing himself back in, unaided, his brows furrowed in concentration.

"_Hnn_—"

He cracked his eyes open to glance at her—her face was red, her eyes nearly closed, her gaze fixed at some point above his shoulder. She seemed to notice his questioning look, snapping to attention, smiling warmly at him before rolling her hips up beneath him.

He gasped, picking up speed, jerking his hips forward and back, the intoxicating pull of her body filling his senses. He groaned at the indescribable heat building within him, both terrible and wonderful, both familiar and alien, his limbs tingling, his breaths shortening to ragged, noisy pants. Bracing his arms at her sides, he thrust harder into her, his movements erratic and uncontrolled, and she tried to move with him, her muscular legs gripping at his waist.

It felt amazing—unbelievable—it was comparable to nothing he'd ever experienced before, save for the overpowering release of the itch as she solved his first test, pressing that button to send a rush of crackling heat coursing through his mainframe. But even so—their eyes met and he bit his lip, pushing harder into her—even so, this was still something else, something _more_, like all of the buttons in the world were being pressed at once.

He moved against her for a while, relishing the new sensation, focusing on the sound of her quick, shallow breaths, the light slap of their hips meeting.

Beneath him, she seemed to grow anxious, her arms wrapping around his back, her fingers clutching at his skin as her legs tightened almost painfully around him. She writhed with every forceful shove of his hips, her breath catching each time only to be released in short, hurried puffs.

As he watched, pumping into her in a clumsy rhythm, her movements changed suddenly, her body tensing, her back arching from the bed. Her hips pushed frantically up against his, an intense look of concentration on her face, her mouth open and panting. Her eyes squeezed shut, her teeth gritted, and he gasped as her walls tightened hard around him, clamping down on him, pulling and tugging in time with the jerking movements of her hips.

"_Aaahh_…"

The sound hung between them, loud and unfamilar, and he stared at her in disbelief as she bit her lip, shuddering beneath him, her body thrashing wildly.

He was frantic. She was hurt—that was definitely a hurt sound—wasn't it? He tried to pull away but her legs caught him, trapped him there, clenching his hips up against hers, the pulsing slick grip of her pushing him over the edge. He curled over her, pressing his face into the pillows beneath her head, breathing in the sweet scent of her sweat, driving himself hard into her, the groan rising from his throat as he reached that frenzied end.

Just as quickly as it had risen, the itch fell away, a warm, pleasant buzz left in its wake. He slowed, hips bucking gently against her as the excitement passed from him, a frustrated whine leaving his throat at the sudden cessation of pleasure, at the intermittent, feeble clutching of her body around him.

He looked down to meet her eyes.

She was panting, nearly as much as he, her eyes nearly closed. His heart sank and he pulled away, removing himself from her—she grunted in protest—fighting to catch his breath.

"That—that was…" he paused, staring down at the space between her legs. It was flushed, red and sore-looking, the evidence of his release plain to see.

He'd _done_ that? To _her?_

"Are you alright?" he whispered, leaning over her again to study her face. She blinked up at him hazily. "Th-that looked like… did I _hurt_ you, love?"

She paused for a long, painful moment before her mouth broke into a wide grin and she shook her head.

"Really? You're not just—not just lying to make me feel better?"

She shook her head again.

"Because that was—_wow_. That felt _really_ good. Uh, for me, at least, not sure what it did for you—"

She lifted her hand to her forearm and pretended to scratch at it with her fingernails.

"It—what?" he puzzled at her for a moment before she gave up, pushing him off of her to lay him down beside her. He watched her lean over the side of the bed—the back part of her was quite nice too, he noticed idly, suppressing the urge to touch it—and pull something from the floor, tossing a blanket over them.

"That's nice," he nodded in appreciation.

She pushed at his shoulder, rolling him away from her and onto his side beneath the blanket, then lay her body alongside his, her forehead pressed between his shoulder blades, her arm draped over his side to dangle at his chest. As his breath slowed, the insistent thumping in his chest returning to its normal pace, he began to wonder.

What had been her point in doing all of this? Why hadn't Chell simply sent him away and been done with it, and why hadn't she been angry to learn of Her efforts against them, and his complicity in Her plan? Instead, she'd essentially solved _him_, removing the itch from his body using her own—and in quite a spectacular way—but what had changed her mind about it? Why hadn't it hurt her, as She'd claimed it would?

And where _was_ She?

He lay there for a moment, dismissing his confusion, far too content to question any of the number of alarming things she'd just done to him. His mind drifted back to the beginning of their conversation.

She'd disagreed with him about something—that was how it had all started. She'd tried to communicate it to him but failed, opting instead to do whatever it was she had just done. He pondered the memory, sluggishly working through their conversation up until her point of disagreement before finally realizing exactly what it was she'd meant to say.

His chest swelled with pride.

"You _do_ like my body."

He felt her move, her forehead leaving his back

He looked over his shoulder at her, catching her eye. "That's what you were trying to tell me, wasn't it, love?"

She sighed, nodding, patting his belly with the palm of her hand and pushing her head back up against him.

He smiled, laying his head down.

She tightened her grip on him, pulling herself closer, and they lay together cradled in the warmth of their bed.

**A/N:** Thanks again to everyone reading and commenting and drawing art, lots of new stuff to come to the Tumblr soon thanks entirely to you awesome people :)

**Kazumi:** I wish it were me with all the drawings throughout the Tumblr, but the main artist there is actually an anon from the kinkmeme who has offered up their services (and has been with the story from nearly the beginning!)


	14. The Lesson

**[Part 14]**

"Chell."

She lifted a hand to push the hair out of her face, pausing to rub her eyes sleepily. He was close to her but pulling away, though her arm wrapped around his shoulder stopped him from making much progress. Looking up to study him, she sighed—his eyes were wide, his brow wrinkled with worry. He seemed only marginally better off than he had when he'd fallen asleep in her arms—and that was not saying much, she reflected, remembering his desperate, halting sobs against her shoulder.

She patted his back, hoping he would understand it as a comforting gesture.

"Chell... please let me go."

Surprised at the request, she acquiesced, releasing him. He moved away to sit upright beside her on the bed, taking in a long, shaky breath. She watched him closely for any sign of the violent confusion he'd shown before, but he seemed remarkably lucid—for the first time in quite a while.

He glanced at her hesitantly, seeming to search for words.

"I, um… what, ah… what happened?"

She sat up, gesturing toward the sheets on the floor, and his eyes fell on the mess he'd made of her bed. He seemed instantly disturbed by the sight, his eyes rising to meet hers.

"B-but I thought—I thought I was still—" he began haltingly. "I wasn't asleep, was I?"

She shook her head.

He looked away.

"Then that means—that means I—I hit you, didn't I?" he whispered, gaze resting on the floor beside the bed before he turned back to her.

It was a good sign, she knew, that he remembered that much, but she wasn't certain if she was thankful that his memory of that particular event was intact. She paused for a moment then smiled and shook her head, ignoring the slight ache in her back from her hard landing on the floor. There was no need to burden the man with any more than he had already been burdened with— she had felt worse pain in her life, and his persistent nightmares seemed to occupy him well enough.

"Oh. Th-that's good." He sighed, the tension of his shoulders diminishing slightly.

Chell nodded in agreement, lifting her hand to press it against the side of his face, gently pulling his head down to rest on her stomach. He complied mutely and without struggle, his body shifting to curl beside her, his weary eyes meeting hers. She smoothed his hair with her fingers, holding his face with her other hand, uncertain of what more she could do to comfort the still-troubled man.

In his new position he seemed to calm somewhat, his eyelids drooping. If nothing else, he seemed to react quite well to her more physical attempts to console him—most of the time. Though she lacked the ability to explain that his dreams could not hurt him, she was glad that at least her presence could still soothe him.

She pulled her hands away and he blinked, lifting his head to rest his chin on her belly. He watched her closely, the anxiety returning quickly to his face. She could think of no satisfactory gesture to express the question she wanted to ask—she suppressed the urge to sigh in frustration. Communication had never posed such an insurmountable problem before she'd had anyone to communicate with.

Reaching out again, she tapped the side of his head with two fingers, then pointed toward his eyes. He flinched at the touch, gaze following her hand, uncomprehending.

"Umm… I—I really don't…"

A thought occurred to her, and she pressed her hands together, leaning her cheek against them. She closed her eyes, slowing her breathing to mimic a peaceful sleep. After a moment, she pretended to wake abruptly, her face an exaggerated mask of shock, then glanced back down at him. He watched her performance with rapt attention, seeming to understand this series of gestures far better than the first.

"You, ah, you want to know about my… dream? Is that it?" he asked hesitantly, his voice oddly subdued.

She nodded again. She could think of no other explanation for his sudden, sharp downturn upon their arrival to the dormitories. There was no question that his dreams were the source of his distress; his abysmal state following each waking proved that. It seemed logical to her that discussing, or at least describing his dreams might alleviate some of his stress, and aside from that, she was curious to learn what had happened in his sleep to affect him so deeply.

"Oh, well… it's nothing, really," he replied quietly, trailing off.

He looked away, seemingly deep in thought.

Chell frowned at the unsatisfying response. At first there had seemed to be nothing that he was unwilling to tell her, his words flowing freely, almost to excess—on subjects ranging from his discovery of saliva to the finer points of using one's arms to a highly misplaced pride over his erection—but now an unexpected shyness seemed to restrain him.

He drew a breath to speak but stopped short, his body tensing suddenly. As she watched, he squeezed his eyes shut, his brow furrowing in pain as he lifted himself off of her. She sat up and he leaned away, his mouth opening and closing, jaw working wordlessly before he managed to gather himself.

She eyed him quizzically.

"L-like I said, it's really nothing, just normal… normal human nightmares, you know—" his voice, thin and hushed, halted abruptly, and his eyes widened, staring in horror at something she could not see.

She watched the transformation with alarm, his expression shifting from anxiety to shock to sheer terror in mere seconds. He swallowed heavily and shook his head, his hands trembling at his sides, then began to speak again.

"I—I—I'm sure you've had some yourself… at some point. In your life." His voice wavered and, though he avoided her gaze, he struggled to smile at her.

She reached out to touch his cheek, hoping to ease whatever imaginary fear had suddenly gripped him, but he flinched beneath her hand, jerking away, his wild eyes meeting hers. Pulling back, she noticed that his entire body had begun to shake—he looked away again, his face twisted with apprehension.

Her heart sank at the display. For all his impressive height and surprising weight—her muscles had protested terribly the effort of supporting him through their brief rest—he seemed so weak, struggling tremendously with something he either could not or would not describe to her. Within a short few moments the sane, if rather anxious man had succumbed to a baseless panic, his already fragile mental state deteriorating steadily before her eyes. The change was as astonishing as it was abrupt—but she was at a complete loss as to what could have had such an effect on him.

Wheatley shifted, moving towards the edge of the bed and she leaned forward instinctively, her hand shooting out to hold his wrist, stopping him. He tugged at it uselessly before turning to glance back at her, his face stricken.

She shook her head.

"N-no? No what?"

Pulling at his arm, Chell drew him closer, guiding him to lie beside her on the bed. She reached up to push his unresisting head down to her shoulder and wrapped her arm around him, then guided his arm across her torso to rest limply at her side. Leaning her cheek against the soft tangle of hair atop his head, she rubbed his shoulder reassuringly, hoping that her presence might give the panicked man some small comfort. She was unsure of what more she could do to calm him.

To her relief, he seemed to relax by increments beneath her arm, his breaths slowing to an even pace, his arm stirring to life to clutch at her, returning her embrace. He rubbed at her side, his hand wandering slowly upward—her face grew warm at the cautious intimacy of the movement—but within seconds he tore his arm away from her, his breaths quickening again.

"_Chell_—"

He lifted his head to look at her, his expression desperate. She leaned toward him, pressing her lips firmly against his worried brow, silencing him. Pulling away to observe him, she found little response. His face was guardedly blank, his eyes searching hers for an explanation. She grasped his hand and moved it back to its place at her side, pressing it against her and suppressing a shiver as his hand splayed beneath hers and his fingertips dug into her side. Pushing his sleeve up, she ran her fingers lightly over his bared skin.

"Stop. _Please_."

At his choked request she released him and he moved away again, hugging himself tightly. She watched him helplessly, frustration rising within her—nothing she had tried had worked, and she was quickly running out of ideas to help him.

"Look, I—I appreciate what you're trying to do for me here, I really do." His voice shook miserably, but she was glad to hear him using it. "H-holding me until it goes away and all. That worked before, didn't it? Yeah. It did. But it's really not working now. I-it's making things worse. A lot worse."

At the very least he understood her intention—that was a start, she decided, watching him. But how was she making things worse for him?

"I—I'll be honest with you, I don't really know what you want from me—if you hate me o-or if you want me close to you—"

Her chest tightened at the plaintive look in his eye. She had been far from straightforward with him with regards to his new body, alternately accepting and rejecting it, and she knew that her inconsistency must have caused him anxiety—but that couldn't have been what had bothered him so terribly since they had found the dormitories. He'd handled the uncertainty well enough before.

Chell reached out to touch his shoulder, to reassure him that she did not, in fact, hate him, but he pushed her hand away.

"I know why you saved me." He paused, seeming to search her eyes for a response, but she could only tilt her head in confusion at the strange proclamation.

"I-it wasn't because you want to help me, was it? It was because you don't trust me."

She was taken aback by his words, shaking her head vigorously, her eyes wide.

It was true that she hadn't trusted him at the beginning, her streak of violence had attested to that—but that hadn't been her reason for bringing him along. Observing his crumpled form in the corridor she'd seen in him honest remorse, unconcealed anguish at having hurt her, fear and discomfort at his bewildering situation. Though she'd felt resentment for his past actions—she still felt it, even now—she had pitied him above all else, taking him with her solely because she knew that he would die if left to his own devices.

He smiled sadly before looking down.

"You don't have to lie about it, love, I understand. I know you still hate me for what I did."

She was baffled—he still thought that she hated him, after everything she'd done for him following his transformation? She could admit that she had been harsh with him at times, but she had also led him to the safety of the dormitories, bathed him, found food for him, tried her hardest to ease the obviously difficult transition he was still undergoing. And each time when she'd discovered him at the heights of his distress she had held him firmly and patiently, using her body to express what her voice could not—that she was there for him, regardless of her better judgment, regardless of everything he'd done.

"A-and I don't blame you, believe me, I don't. I deserve it. Every bit of it."

She felt a flutter of anxiety, the situation growing uncomfortably familiar. It seemed that with each sentence Wheatley spoke, the more inaccurate his statements became. It was as though he were slowly convincing himself of his own words, and she was helpless to protest—just as she had been before, trapped in the lift as he swayed high above her, growing increasingly more certain that she had somehow betrayed him.

"A-and I know what you think about my body. I'm sorry about that, I really am. I know that you know that I still feel the itch and that there's something—_seriously_—wrong with me. I want—I want—" he stopped himself, a growl escaping his lips, his fists clenched against his knees.

The _itch?_

It felt like it had been ages since that terrible ordeal, though she knew it had likely only been a matter of days. His self-described itch had compelled him to force her through a ruthless gamut of tests, his frustration with the waning relief at each solution culminating finally in a vicious attempt on her life. But she thought the compulsion had originated from within the chassis. It had never shown itself before or after his attachment to GLaDOS's body—at least not that she had ever noticed.

Had he been struggling with that same urge the whole time, but somehow managed to hide it from her, not wanting to trouble her with it any more than he already had?

She leaned closer to him and he leaned away, words spilling from him in a panicked jumble.

"When you touch me I _want_ something but I can't have it because I don't know _what_ it is and if I _take_ it she says I'll hurt you and I don't want to hurt you again—"

Her face flushed at the implication of his panicked words, a sudden realization gripping her.

It wasn't the itch that he feared so desperately—it was his own sexual desire.

He must have had no frame of reference for describing the flood of physical sensations to his new body—he was so obviously perplexed by them. In trying to define them, he must have resorted to using the best terms he possessed, mistakenly believing the one sensation analogous to the other. His burgeoning insecurity regarding his own body had likely come as a reaction to that confusion, she realized.

As stunned as she was by the insight, only belatedly did she comprehend what he had actually said, his words coalescing into a complete thought just as he began to speak again.

"She wants me to but I just can't—"

Chell touched his shoulder. Certainly he couldn't mean—she stopped herself from completing the thought. The AI hadn't made any contact with them for days; how could he know what she wanted from him?

Wheatley froze for a long moment, his eyes wide and unblinking, before he broke down, the words bursting forth.

"She… she's in my head, Chell. She put something in me when she put me in this body, and—"

He stopped abruptly, his eyes darting away for a moment to glare intensely into the distance before falling back on her, his voice increasing in volume.

"—and sh-she can see what I see. I don't know how, but—she's been watching us this whole time."

There was no question of whom he spoke.

She suddenly felt cold, goosebumps rising on the back of her neck. He seemed genuinely frightened, stumbling over his words nearly as badly as he had when they'd first reunited. But despite his sincerity, he was obviously confused. It was more likely that the fear he'd felt during his troubled dreams—whatever they had been about—had simply remained after he woke, spilling over to disturb his conscious mind.

He watched her anxiously, tears gathering in his eyes. As she studied the swift reddening of his cheeks, his expression shifted abruptly from shame to indignation and rage.

"She deserves to _know!_" he shouted, eyes still locked on hers, voice tinged with anger.

She jerked away from him, ears ringing, heart pounding at the unexpected outburst. But his fury faded almost instantly, dissolving into a quiet desperation, his voice straining as he rushed to continue.

"The dreams—they were from her. She's there whenever I fall asleep, hurting me and telling me—bad things. I didn't know she was watching us, you have to _believe_ me—"

She moved closer to him, reaching out to brush a tear from his cheek, taking the opportunity to seize his face between her hands. At her touch he shook—she could feel his jaw clenching erratically beneath her fingertips—but she held him steady, searching his eyes for something, anything to contradict his unsettling confession. Aside from the nervous quiver, he remained still, making no attempt to escape.

She wanted desperately to convince herself that he was simply paranoid, that his outrageous claims weren't entirely possible, if not likely—but she knew far better than to underestimate the shrewd machinations of her old foe. If the vengeful AI had managed to reanimate a long-dead body, had somehow instilled consciousness and a formerly digital mind within it, it would be foolish to think that she would not take some measures to ensure sustained control over her creation.

"I—I can hear her in my head. All the time, now," he muttered miserably, his shoulders sagging in defeat.

Her grip tightened on his jaw as a flicker of anger rose within her, the pieces finally falling into place.

It couldn't have been mere dreams that had broken him so completely—it must have been _her_ influence that had driven him to this state, _her_ voice whispering into his ear, likely berating him just as she had once berated Chell but finding in him a far more vulnerable target. His unsettled dreams, his erratic behavior, his sudden bouts of fear and insecurity had almost certainly resulted from her interference with his mind.

He squeezed his eyes shut, his breath quickening.

"I don't know if she's t-telling the truth about you, Chell. If you really do hate me and want me to go away. S-sometimes it really feels like that but sometimes it doesn't."

She felt a swell of pity as he peeked cautiously at her, his tone at once hopeful and defeated.

GLaDOS had clearly been putting words in her mouth—so to speak. Chell wasn't surprised to hear it, considering his increasingly irrational behavior towards her. But despite what the AI had apparently told him, despite his history of poor decision-making, despite his neediness and stunningly thorough naiveté—she could not find it in herself to hate him. The circumstances of his situation were far too similar to her own to inspire anything but pity. Nor did she want him to leave—to her dismay, the thought of being alone again put a strange ache in her chest.

But she was powerless to express her thoughts to him, the pain of her handicap stinging her worse than it ever had before.

"But I do know that she's right about the itch. It's worse than ever. I'm—I'm going crazy. I-I can feel it _right now_ and it makes no sense but I know I'm going to hurt you like I did before..."

Her nascent anger with their mutual captor blossomed into fury at his frantic words.

How _dare_ she?

Chell had found in the new man her first human contact, her first true companion—her first _friend_. And the scornful, omnipresent voice that had plagued her beyond the haziest reaches of her faulty memory, gleefully quashing any sliver of happiness she had ever experienced, had seen fit to poison that, too. She had taken full advantage of his shame and guilt, twisting his shaky understanding of his own body to cripple him, to make him fear himself—simply to hurt her even more.

She had been a fool to hope, if even for a second, that GLaDOS had simply abandoned them. There was far too much spite within the AI for her to have simply consigned them to a death by slow starvation trapped in the bowels of her facility. But her actions made little sense—during the time in which Wheatley had victimized them both, she'd depended upon Chell, confided her deepest insecurities in her, seemingly forming if not a partnership—at least a shaky understanding. She had seemed so rational, so vulnerably _human_ separated from the influence of her chassis.

Chell had nearly convinced herself that she'd earned the grudging respect of the powerless AI, but GLaDOS had reverted to her old ways in short order following her return to power.

Since escaping from her clutches for the third time she had remained vigilant, constantly anticipating her next move. She had assumed that it would involve the usual elements—lasers, turrets, fire—something she understood, something they could fight or escape. But it seemed that the AI had altered her methods, shifting from cruel taunts to a frigid silence, all the while eschewing physical violence for a chillingly subtle tactic by furtively infesting the minds of those she despised most.

He shifted uncomfortably beneath her hands, eyes rising to meet hers, and she stared into them, searching carefully for some sign of their tormentor within him. He froze, aghast, at her look, but as hard as she tried, she could find nothing hidden behind his pale blue eyes. As she noted the slight tremble of his lip, yet another uncomfortable realization dawned on her.

It wasn't GLaDOS he was so frightened of at that particular moment—it was her.

"I'm—"

She released him and pressed a gentle finger to his lips, shaking her head. He fell silent, studying her warily as she made the effort to compose herself. She could not be blamed for reacting to the news as she had, but it was not fair to the poor man, the one suffering the most from this situation, to subject him to a glare meant for her worst enemy—least of all when she couldn't explain that he was not the intended audience for the look.

She slid her hand from his lips to cup the side of his face, stroking his cheek with her thumb, hoping to soften the effect of her intense gaze.

If what he'd told her was true—and she had no doubt of that now—then their captor was likely watching her through his eyes at that very moment. The thought disturbed her, though the opportunity to send a message to the AI was rather tempting.

And, she reflected, there were a few tactics she hadn't yet employed in her efforts to soothe her friend.

Her hand slid to the back of his head, her fingers threading through his hair. Leaning towards him, she pressed her lips firmly against his cheek—he shivered at the contact and she proceeded, slowly trailing a line of light kisses along the side of his face. Arriving at the corner of his parted lips she paused, looking up at him. His brow was furrowed in perplexity, his eyes resting on her.

She quirked an eyebrow in a silent challenge to the AI residing within him.

"What are you—"

Before he could finish she had cut him off, pushing her lips roughly against his. He jerked in surprise, leaning away, and she bent over him, her free hand gripping his wrist tightly. He went limp beneath her touch, his head rolling back—she tightened her grasp on him, holding him upright as his eyes, wide and bewildered, remained fixed on her. Closing her own, she tilted to deepen the contact, the hint of returning stubble scratching at her chin.

A quiet sound rose from him and she pulled back, studying the effects of her action. He righted himself, his face flushed, his chest rising as he drew one deep breath, then another.

She licked her lips, her heart pounding, her throat constricted in anxiety at her bold move, nearly laughing at the absurdity of it all—she had been shot at, burned, chased, nearly crushed, and milliseconds from being thrown into space. She had faced death more times than she could remember, but simply initiating contact with another living being worried her far more than any physical threat ever had.

"I—uh," he swallowed heavily.

She observed the tentative bobbing of his Adam's apple, the subtle straining of the muscles and tendons beneath the skin of his neck—an oddly compelling sight—before closing the distance between them again, crushing her lips hard against his. He was slightly more prepared for this second assault, remaining upright, pushing back against her, and she released his wrist, her hand moving to support his jaw.

Flicking her tongue out, she felt along the planes of his lips—they were soft but chapped, pressed firmly together to halt her advance. Prodding at the obstruction with her tongue, she parted his lips with ease and delved inside, gliding over the foreign surfaces of his mouth. It was an indescribable taste, neither pleasant nor unpleasant, uniquely his—he moaned into her kiss and she shivered, the vibration of his voice nearly tickling her lips. His tongue rose to push hers away, forcing it out and she seized his lower lip between her teeth. Gently nibbling and licking at the compliant flesh, she sighed, relishing the sensation of the strange skin against her own, warm and wet and alive, her attentions eliciting a startled whimper from him.

She pulled away again. His eyes were closed, his mouth still open—she stifled a laugh at the sight of his moistened lips working against the empty air. Slowly, his eyes opened and fell upon her once again—his expression was different now, utterly unreadable.

She wondered briefly what, if anything, GLaDOS had to say about what she'd done.

He shuddered, licking his lips.

Her intent had been—as it so often was, recently—to comfort him with her presence, though she held some doubts concerning his understanding of this facet of human existence. She had taken the interaction considerably further than she'd originally intended, but he hadn't been entirely unreceptive to her touch—at least, he hadn't made any effort to stop her.

He remained quiet, seeming lost in thought, and as the silence became unbearable she suddenly felt unsure of herself in an entirely unfamiliar way.

"Well. That, ah. That… happened."

She wasn't sure quite what she'd expected him to say, but that was not it. Her chest tightened and she turned from him, moving to stand, inwardly fuming at herself. She'd been right to push him away from her, to strangle what fleeting and humiliating thoughts she'd had of him before they'd surfaced—and by caving to that impulse, even simply to comfort him in his distress, she had far overstepped her boundaries.

"Wait—"

His hand fell on her shoulder and she stopped, glancing back at him.

His face paled.

"I—that thing, uh, that you did? Just then? That was… really nice of you. So, um. Thank you for doing that." He finished with a quick nod, sitting back on his heels.

She studied his expression cautiously—the faintest hint of a smile tugged at one corner of his mouth, but he looked nervous, uncertain.

"I'll be honest, though. I'm not quite sure exactly what it was, or… or why you did it."

She sighed and turned to face him. That, at least, explained his response—he still, somehow, could not comprehend why she would ever touch him. That she simply wanted him to feel better.

"Because if you're trying to help me with the, um… _you know_… I don't really think this is the way to go about it, love," he continued slowly, placing an odd emphasis on his words.

Eyeing him, she pointedly ignored his palms pressed protectively over his crotch, smothering the unsolicited surge she felt at the knowledge that she had once again caused his flustered state. He was clearly still quite worried about his so-called itch, and she had, despite her best intentions, only made the problem worse for him.

"I suppose what I don't understand," he continued, furrowing his brow in thought, "If we're going to go ahead and put all this out there, you know—is why, exactly, you seem so keen on touching me right _now_, when all the other times you wanted to hurt me. Is—is that normal? For humans, I mean?"

Wincing at his question, she shook her head. There was no way to explain herself to him, not without words—though she was beginning to doubt she would have any more success even if she could speak.

"So—just you, then?"

She couldn't suppress her laugh at the question, shrugging it away.

"Y-you don't have to worry about pretending, love, like I said before—She told me everything," he continued, his voice painfully soft. "I know you—you think this body's disgusting, and you don't have to push past all that just to convince me to stay—I promise I won't betray you, I'll just go and you'll never see me again."

Her eyes snapped back to his, the laughter dying on her lips. She shook her head emphatically, a faint but persistent pang of anxiety building in her gut.

"You can trust me—you have no _reason_ to, I know, but you _can_—" his voice was firm, but he faltered upon noticing her glare.

She shook her head again, her mind racing. How could she convince him that that she didn't find his body disgusting? That for him to leave was the last thing she wanted?

"That's… not what you were saying no to? The leaving bit?" he asked hesitantly.

Nodding, she briefly wondered what it would take for her to convey this piece of information—as willing as Wheatley was to guess at her meanings, he was frequently terrible at it.

"What, then?"

She settled upon the simplest of gestures, waving towards his body with one arm.

"Sometimes that—that pointing thing just doesn't work with me," he muttered, ducking his chin in shame.

Sighing, she moved on to the next simplest gesture, flattening her palms and holding them at his sides. Her hands hovered there briefly, inches above him, before she pulled them away, balling her hands into fists and pressing them against her chest. Certainly he could understand the implication of the human heart—

"S-something to do with this body?"

She nodded again—it was a start, though the realization that she was trying to discuss his body apparently worried him. She pressed one hand firmly above his heart, laying the other against her own chest. His hands lifted to rest on hers and he stared intently into her eyes. She held her breath—had he finally understood her?

"I—I'm sorry, love," he murmured.

Frustrated, she let her gaze fall from his face only to rest upon the part of him he'd been working so diligently to hide from her. She looked away, her face growing warm, and he glanced down briefly, drawing in a sharp breath as he rushed to cover himself again.

"Sorry—I'm sorry—really, I _am_, it just _does_ that," he spluttered and she turned back toward him, catching his eye.

Wheatley froze, his fingers splayed over his erection, his back hunched miserably in an absurd attempt to somehow hide himself from her sight.

There was no question that he appreciated her touch—the effect her closeness had had on him was as painfully obvious as it had been in the corridor when it had first surfaced. But GLaDOS had apparently told him that she feared him, felt disgust at the very sight of his body, and it seemed he believed her wholeheartedly, despite her sincere attempts to convince him otherwise.

Whether this came as a result of the AI's influence or simply his own insecurity she wasn't certain, but Chell was a problem-solver by nature, and the solution to this problem was quite clear.

She pointed towards herself, then him.

"You… me." He paused, considering the gesture, and she waited for him to process her meaning. "You want to… _show_ me? Show me what you were saying no to?"

She moved closer, nodding, lifting her arms to grasp his shoulders.

"Okay. You, ah, go ahead, and I'll just—_oh_."

He fell silent at her touch, allowing her to push him further up the bed and prop him against the headboard. Taking a seat beside him, she held his gaze for a long moment before lifting her eyebrows in an unspoken question.

"G-go ahead, I'm—I'm ready," he smiled halfheartedly, nodding politely.

She smiled back, slipping her hand under the hem of his shirt, pressing her palm flat against his abdomen. He tensed at the touch and stared uncomprehendingly at her hand as it slid over the warm flesh, taking care to avoid the source of his anxiety still concealed beneath his hands.

"That's—um, okay, that's my stomach, there. I think," he offered, and she nodded, dragging her hand upward to explore the rest of his torso.

The terrain changed rather abruptly, soft resistance giving way to the rigid staccato of his ribcage, the bones jutting noticeably from beneath his skin. She pushed on, slowly tracing the bumps and grooves of the uneven surface as it expanded and contracted under her touch, watching him intently for a reaction. Finding none but a stunned silence, she dug her fingertips playfully into his side, and he jerked suddenly. She vacated the area, laughing to herself—he was ticklish. She should have guessed.

Her fingers arriving at his chest, she stroked at the scant hair peppering the surface, fingertips wandering idly to brush against one nipple, then the other.

He shifted uneasily.

"Ah—oh, well, that's… that's really quite a strange…"

She took the hard shape of one between her fingers, squeezing gently, and he arched at the stimulation.

"_Oh_."

Retrieving her hand, she studied him as he stared down at himself, confusion evident in his eyes.

"E-excellent demonstration, I understand exactly what you were trying to tell me." He began to sit up. "Now I think—"

She stopped him, pressing him back down against the pillows before taking hold of the hem of his shirt, pulling it off over his head.

"Okay." He wrapped his arms across his bared chest, watching her expectantly.

Her first attempt at proving his body likeable may have failed, but if Chell was anything, she was tenacious.

Leaning towards him, she pressed her lips against the spot where his neck met his shoulder, the muscle tightening reflexively beneath her touch. She inhaled deeply, her eyes falling closed at the scent of his skin, an oddly appealing blend of soap and sweat. His head leaned away from the contact, granting her easier access to his throat, and she intensified her attentions, alternating soft, chaste kisses with swift, daring flicks of her tongue.

His body rocked with a long shudder and she paused, peeking up at him—his head was still tilted away from her, but his eyes had fallen closed, his lower lip held firmly between his teeth. At the cessation of movement he opened them, glancing down at her. Holding his gaze, she continued, dragging her lips across his chest, pausing for a moment to feel the rapid fluttering pace of his heart beneath her mouth. She licked gently at his hardened nipple then took it into her mouth, flicking at the odd shape with her tongue.

"A..ahh…"

Pulling back, she sat up, catching her breath. He gazed down at his chest, the moistened flush of his nipple seemingly captivating him.

Taking hold of his arm, she lifted its dead weight and began again, pressing her lips firmly against his skin in intervals, gradually making her way down the limb toward his wrist. His eyes rose to meet hers and she pressed a final kiss into his palm. His fingers tensed, sliding against her cheek as she pulled away to apply the same treatment to the other arm. She could feel the weight of his stare as she worked, glancing up to catch the faintest hint of bliss in his bewildered eyes.

"That's, ah… that's quite nice," he murmured, nodding.

Sitting up, she smiled in response, lifting her palm to gather his attention.

The next step, she knew, was somewhat risky—but she could think of no better way to demonstrate her trust in him, or her empathy with his situation. She jabbed a quick finger towards him, then herself, then—before he could respond—peeled her shirt off, tossing it away.

His eyebrows rose, his eyes falling on her newly-bared skin. He squinted in confusion. She looked down—her bra, of course, it really wasn't equal yet with that still on—she unfastened the clasp and pulled the garment away, the sudden rush of cool air against her skin prompting a shiver. His expression shifted to one of wonder, his mouth falling open slightly, his eyes darting from left to right across her chest. Eyes wide, he studied the new sight closely, appreciatively—warmth spread across her face and neck at his frank admiration.

Wheatley tore his eyes from her chest and peered cautiously, searchingly up at her.

Reaching down, she grasped his limp hand, holding his palm up against her breast. His fingers contracted beneath hers, stroking the skin lightly, curving to cup the modest flesh. Her hand fell away as he squeezed it gently, then lifted the tissue with painstaking caution. He let it fall, his eyes following the short path of its descent. Moving to the other side, he repeated the gesture, seemingly entranced by its motion as it fell.

Apparently satisfied, he lifted his other hand to join the first. Leaning towards her, he dragged the tips of his fingers along the curves of her breasts, his hands moving achingly slowly against her. She suppressed a shiver as his thumbs reached the apex, rubbing circles around the hardened skin of her nipples.

He paused, his eyes lifting to meet hers again, seeming to remember something.

"_Oh_."

He struggled to sit up then gripped her by the shoulders, maneuvering her easily toward his vacated spot. Stunned by his sudden burst of energy, she allowed herself to be moved, coming to rest cozily in the warm groove he'd left on the bed. She blinked at him in surprise as he crouched between her knees, casting his eyes over her body, hands hovering indecisively in the air.

Meeting Chell's eye, he flashed her a quick, shy grin, and it occurred to her exactly what he was doing. He'd misinterpreted her signs entirely; he thought that she wanted—

Leaning over her, he pressed his face into her neck, crushing his mouth against her. She bit back a gasp as his lips wandered over her skin, licking and sucking at it in short, clumsy bursts, a trail of moisture following behind. Her shoulders hunched instinctively at his sudden proximity and in response he burrowed deeper, nudging further into the crook of her neck, lips slick over her skin, his warm breaths falling heavily against her. She bit her lip, the wet smacks of his attempted kisses loud in her ear, a faint but insistent throb settling heavily between her legs.

As she rested her hand on the back of his head he began to move downward, performing a meticulous imitation of her show of affection for his body, fairly accurate but with significantly more saliva than she'd applied. Reaching her breasts, he paused for a moment to study them solemnly from his new vantage point. He nudged at the flesh, tongue darting out to toy briefly with the tip before he wrapped his lips around it, taking her almost entirely into his mouth—her breath caught in her throat—his slick, warm tongue rolling over the captured nipple.

Abruptly, the pressure against her changed as he began to suckle lightly at his prize. She shuddered deeply and he pulled away, the question already on his lips, but she tightened her grip, pulling his head back down to her chest, where he readily resumed his work. She glanced down at him—his eyes were closed, his brow furrowed in concentration, his lips wrapped firmly around her breast as he emitted a quiet, inarticulate moan against her skin.

Drawing a long, deep breath, she sighed.

At the sound, his tongue stilled, and he glanced up at her, pulling away.

"Y-you like that, yeah? I did too—"

His voice seemed different, somehow—deeper, almost hoarse, his tone sending a strangely urgent jolt through her body.

She pushed him and he moved away, watching with concerned eyes as she kicked and struggled with her pants, finally managing to remove them and toss them to the floor. She settled back against the pillows, her heart racing, her mind hazy with an unmet need.

Glancing up at him, she noticed that his attention was elsewhere—he was studying the final piece of cloth remaining on her body, his eyes narrowed with a mixture of apprehension and a nearly scientific curiosity. She reached down to grasp at herself, rubbing the source of their common anxiety briefly before sliding her panties off, discarding them with the rest of her clothes.

This caught his interest.

Following her gesture to move closer, he returned to his spot between her legs, eyes tracing their bare curves, coming to rest upon newly-exposed region with unconcealed alarm. His hand rose to scratch nervously at the back of his neck—where had he picked that gesture up?—and he struggled to speak.

"That's—oh, love—that's… I've got a bit of, ah, bad news for you, here…"

He paused, lifting his eyes hesitantly to meet hers, and she began to wonder—rather belatedly—exactly how much of female human anatomy he was actually familiar with.

"There's nothing… down _there_." He whispered, pointing between her legs.

And there was her answer: not much.

She rolled her eyes, spreading her legs a further, reaching down to display herself to him. His eyebrows shot upwards and he leaned down to inspect the new development.

"Oh—wow, I guess there _is_ something—not sure exactly what, though…"

Stifling a laugh, she waited patiently as his eyes roamed over her, his brow wrinkled in puzzlement. Moving to rest on his knees, he leaned forward and pressed his fingers against her outer lips, pulling them carefully apart. She retrieved her own hand, her pulse quickening at the unfamiliar sensation.

Holding her open with two fingers, his other hand slid tentatively downward to stroke gently at the moistened folds within, his movements measured and cautious.

She held her breath as he pulled his hand back to gawk at the thin sheen coating his fingertips before popping it into his mouth, licking it away. Her eyes fell on his hip, no longer hidden, his long-neglected erection pressing insistently against the flimsy cloth of his pajamas.

"Mmm…"

His eyes snapped back to her as her body shook with an uncontrolled shudder, her hips lifting involuntarily against his hand.

"You alright, love? Is—is this wrong? What I'm doing?"

Chell shook her head feverishly. No, it wasn't wrong—_God_, no, it wasn't wrong—and Wheatley seemed satisfied, returning to his exploration, tugging and pushed cautiously at her folds. His brow quirked in curiosity as he appeared to notice something else of interest, his free hand moving to touch her—

She gasped at the sudden, unpleasant shock that ran through her body, her legs clamping instinctively together, her knee connecting with the side of his head as he leapt back.

"I-I'm sorry… I thought I was supposed to—" he stuttered, an expression of horror on his face.

She struggled to slow her breaths, to calm herself for his sake. She shook her head again, leaning forward to take his hand and pull him back towards her. Settling back against the pillows, she guided his hand to the spot, pressing a finger close to her clitoris, prompting him to rub gently. He followed her directions closely, stroking her with the greatest caution. Closing her eyes to focus on the timid friction of his finger, she sighed, faint waves of pleasure building slowly at his attentions.

But the sensation soon ended as he seemed to lose interest, his hand trailing further down. Her eyes cracked open when he came to rest at her entrance. Pursing his lips in thought, he prodded at it for a moment before slipping in. She closed her eyes, gritting her teeth at the unexpected intrusion, her muscles tensing and relaxing as the digit twisted around experimentally within her, sinking further in by the second.

"Oh—oh! There's a hole here, did—did you know that?"

He sounded delighted by his discovery—she glanced at him. His eyes were fixed on the junction between her legs, on his finger now buried nearly to the knuckle within her. As she watched, his other hand made its way towards his crotch, curling to rest over it, his fingers trembling, rubbing himself lightly with the heel of his palm. She couldn't tear her gaze from him—nor did she want to—fascinated by the movement of his hips rising almost imperceptibly to meet his hand, the blush on his cheeks as it spread to paint the tips of his ears red—

He curled his finger within her and she gasped, her eyes rolling back to the ceiling. Pulling out quickly, he launched at once into a frantic apology.

"I'm—I'm—I'm so sorry, I shouldn't have done that, should I? That was—that was completely out of line, wasn't it?" He lifted his hand to his eyes, gazing in despair at his moistened finger. "That was—wow, that was in you, can't imagine that would ever be pleasant—"

She didn't bother to respond, her eyes still locked on his now-exposed waist, his ill-fitting pajamas making no mystery of their contents, licking her lips at the sight of the faint but noticeable wet spot captured by the thin cloth.

She sat up shakily, the muscles of her legs oddly weak.

"I can just leave right now, it's fine, you'll never, ever see me again, I promise—"

Grabbing his shoulders, she pushed him back down onto the pillows against the headboard, straddling him to sit on his thighs, trapping him beneath her before he could protest.

"Or-or-or you can kill me, yeah, that's fine, too…" he muttered miserably, seeming to shrink into himself.

She looked down at him in confusion—he wasn't making any sense. But did he ever?

She reached down and pressed her palm firmly against the prominent lump of his erection, biting her lip at its warmth, its solid resistance resting satisfyingly beneath her hands. His breath caught in his throat, the sound eliciting another intoxicating surge, a rush shooting straight between her legs.

"No—no—changed my mind—please don't kill me o-or hurt me, I'd… really like for that not to happen," he nearly squeaked.

She glanced up at him. His eyes were fixed on her in horror, his chest rising and falling with his labored breaths. Beginning to move her hand, she massaged him through the cloth, sliding her fingers slowly, teasingly along the hard flesh.

"Oh, oh—ohh—that's… that's not hurting, is it, that's… _ahhn_."

She pressed the tight fabric down against the shape, captivated by the way it reacted so readily to her attentions, twitching noticeably beneath the cloth. As she stroked him, she brought her free hand up, reaching down beneath his legs to cup and knead his balls intently.

He whined quietly, eyes still resting on hers, hips squirming at her touch.

Her legs tightened instinctively around his thighs at his low whimper, and she lifted herself off of him. She wrestled for a moment with his pants before managing to peel them away—a difficult task to perform on a motionless man—dropping them to the floor and returning to her place above him. Sitting back for a brief moment, she took in the sight of his newly bared skin, the sparse trail of lightly-colored hair leading downward from his navel to meet the rigid curve of his cock as it rose from his body, its flushed length listing slightly to the side.

It was nothing she hadn't seen before, granted—he had given her quite the impromptu demonstration in the corridor—but the knowledge that her touch, her hands had brought him to such a state sent a jolt of something powerful, something utterly intoxicating straight to her core.

She ran the tip of a finger lightly along the underside of the swollen organ and it leapt beneath her touch, pulsing at the contact. Holding him lightly in her hand, she glancing up at him—he was staring down his torso at her, his eyes hazy, struggling to speak.

"Mmh… okay, so maybe you're not—maybe you're not going to hurt me."

Her eyes fell back down to his hips and she gripped his cock firmly.

"B-b-but I thought _I _was supposed to—_ohhmanalive_–" He groaned as her hand began to move, pulling and pushing the hard flesh in an attempt to imitate what she had seen of his own technique.

The skin rolled languidly along the stiff mass as she worked, sliding downward to expose the head, flushed and moist. Intrigued, she traced the curve of the structure with her fingertip, and he squeezed his eyes closed, fists tightening against the mattress. His hips jerked, rising up to push his cock further into her clenched fist. She looked up in surprise at the sudden movement. His eyes were nearly closed, beads of sweat collecting on his reddened cheeks, his tongue peeking from the corner of his mouth as miniscule pants escaped his lips.

She smiled, her core throbbing almost painfully at his reaction, and removed her hand from him, raising it to her face to spit into her palm.

It was clear to her that she would need to take the initiative in this—at least, at first.

"So about that itch thing, Chell—y-you do know you're making it completely _unbearable_, right?" he rasped, staring plaintively up at her.

She nodded as she spread the saliva smoothly over his length, lifting her body to position herself over him and stroking him in her fist.

"Because I feel like this is pretty well—_ohgoddon'tstop_–o-out of my hands at this point, you know?" he continued, his voice wavering with each firm, resolute pump.

She nodded again, smiling down at him as she raised her hips above him, holding his stiff length upright beneath her. Lowering her hips toward his, she held him steady, guiding him towards her entrance.

"J-just, just making s—s—oh god, what are you _doing?_"

Chell spread her legs further, pressing herself down against the resistance. Her breath hitched in her throat as she began to sink steadily, guiding him inside, her body rebelling quickly against the intrusion by clenching around him.

She paused for a long moment, laying her palm on his chest for support. Closing her eyes and breathing deeply, she silently willed her muscles to relax, the adjustment more difficult than she'd imagined, discomfort battling the nagging itch of her arousal as it urged her to press on. After a moment's rest she proceeded, biting her lip and pushing her hips down, easing him further into her, her breaths growing shallow.

She felt something brush against her thigh, a hand grasping hers—squeezing back, she opened her eyes to see him watching her with half-lidded eyes, brows lifted in an expression of sheer adulation. She held her breath, making the final push, coming to rest with her body pressed against his, their hands clasped together over his chest. They remained still and in silence for a long moment before he finally spoke.

"So…" he paused, laughing nervously as he surveyed the connection of their bodies. "Th-_that's_ what those are for?"

Smiling to herself, she lifted her hips from his, jaw tightening at the strange, but not entirely unpleasant, sensation of his length sliding out of her. She stopped halfway, catching her breath before carefully lowering herself back down, slowly filling herself back up. He caught his breath, hand tightening around hers, a tiny moan escaping his lips. Encouraged, she repeated the motion, her legs quivering at his sides as she lifted herself slowly, cautiously from his hips—then she let her hips drop, pushing him firmly back inside.

Wheatley gasped, sucking the air sharply through his teeth, and she paused to study him, concerned.

"Keep—keep doing that," he whispered, his voice raw.

She complied, rising again, drawing him out briefly only to fall back down onto him—his hand tightened on her thigh, his fingertips digging into her flesh—then repeated the movement once, twice, slowly familiarizing herself with the motions. As she adjusted to the size of the odd obstruction sliding into her she became more confident, more controlled in her movements, her body gripping him rhythmically as she moved.

Bending forward, she placed a hand beside his head for support, quickening her pace, and he leaned his forehead against it, turning to watch her out of the corner of his eye, seemingly transfixed by the sight of her body as she moved.

"_Hnnh._"

Pausing above him at the loud moan, she was briefly reminded of the fervor with which he had reacted upon the solution of his first test. She looked down at him. His eyes were closed, his face red and moist with sweat, but his body remained rigidly, frustratingly still, his only movement the slow rising of his chest beneath her hand. As she observed him, his expression changed, his brows knitting in annoyance—she gasped, shuddering, as he grunted, hips lifting suddenly, forcefully against hers before returning to their original position on the bed.

Her heart raced as she struggled to catch her breath, quickly deciding upon her next move. Lifting herself off of him, she moved away, turning to lie beside him on the bed.

His eyes popped open in shock.

"No, no, no—wait—please don't just _stop!_ I'm not—I'm not done yet," he gasped, lifting his torso from the bed, turning to stare down at her.

She looked away from him, a twinge of guilt rising at the hurt look. But as much as it pained her, it was crucial, this part, he had to know—he had to _learn_ that his body—

Struggling to catch her attention, he moved closer to her, pushing her knees apart to crawl between her legs. Her thighs tightened around his waist as he bent over her, her gaze dropping to rest on his flushed cock bobbing unattended above her hips.

"Please get back on top of me—" he began to plead, a look of panic in his eye.

Hooking her arms around his neck, she pulled until his torso rested heavily on hers. Lowering his hips to meet her, he let out a small whine, grinding his erection firmly into her inner thigh.

"Please, please, _please_…"

His hips shifted uncomfortably as he begged, punctuating each whispered plea with a tiny thrust, their bodies close but maddeningly far from accomplishing what they both desired. Impatient, she reached down to grasp him—his body quaked at her touch, hips rolling into her hand—and spread her legs, guiding him back to her entrance.

Wrapping a leg around his hips, she pulled forward gently but insistently, tentatively shifting the position of her body until he finally entered her. She tightened her grip on his waist, pushing him further inside, holding him close for a long moment.

"_Ahh_—"

Releasing him, she watched as he pulled back, sliding nearly all the way out but pausing to stare down between them, unmoving. She repeated the motion patiently, clenching her leg to force him slowly, steadily inside. Eyes squeezed shut, he arched over her, panting, his hips trembling against hers, his ragged breaths hot against her cheek.

She freed him again and he pulled away, drawing himself out slightly—he hesitated, uncertain, seemingly waiting for her to intervene yet again, but she made no move to help him.

He shifted, pressing his hips haltingly toward hers, sliding further inside with little effort.

"_Hnn_—"

Buried deep within her he stopped, opening his eyes to look down at her, seeming to search for something. She smiled encouragingly, lifting her hips towards him to prompt him to continue, and he gasped.

He pulled out and pushed back in with a single, fluid motion—her back arched at the unexpected force of it, his body slamming hard against hers, her muscles tightening reflexively around him. Planting his arms at her sides, he pulled out slowly, fighting the friction of her grip. He repeated the motion, rolling his hips back and forth, more gently this time—then hard again—then somewhere in between—short, desperate moans accompanying each push. She struggled to match his movements, to move her body with his, but the clumsy, ragged rhythm of his thrusts made it nearly impossible.

Their eyes met as he pulled out, and she caught her breath at the sheer intensity of his gaze—he bit his lip and pushed back in, his rough movement jarring her, knocking her head against the backboard—but he continued, unfazed.

What he lacked in finesse, she reflected as he jerked unevenly above her, he more than made up for in enthusiasm, the nearly animalistic fervor of his movements a stunning contrast to the reserved, anxious man she had awoken to. This was, perhaps, the greatest transformation she had seen from him yet—in under an hour he had been reduced to a grunting, writhing, speechless shape bent over her, his anxieties utterly forgotten.

Slowly, gradually, he seemed to fall—likely by chance—into a more even rhythm. She began to move with him, lifting her hips to match the nearly mechanical motion of his thrusting. Squeezing her eyes shut, she lost herself in the sound of him as he worked, as vocal in this as he was in every other aspect of his existence, emitting a constant stream of breathless whines and desperate gasps, his deep, visceral moans sending a shiver through her entire body.

She gritted her teeth, a sudden, familiar rush upon her, and she tightened around him, her breath escaping her—

"Aaahh…"

Biting her lip at the unfamiliar sound of her own voice, she opened her eyes, catching a glimpse of his face—shocked, frightened—as he began to pull away, but she stopped him, wrapping her legs firmly around his waist, locking him in place even as she rode out the waves of climax. He groaned, his head dropping to rest against the pillow, his cheek pressed against hers. His back arched above her as he lost control, driving harder into her, an otherworldly growl building deep within his chest, spilling from his lips into her ear.

She lay panting beneath him as he slowed, spent but continuing to move, as though reluctant to stop. He lifted himself off of her, studying her while he caught his breath—he pulled himself out abruptly, sitting back.

"That—that was…" he stopped, staring in concern at the space between her legs.

He winced in sympathy, leaning over her again, his face hovering above hers.

"Are you alright?" he whispered hesitantly, his eyes sad, seemingly searching her face for any signs of distress. She blinked at him vacantly, her muscles still clenching with the aftershocks of her orgasm.

"Th-that looked like… did I _hurt_ you, love?"

Her heart ached at the timidity, the genuine sadness of his voice—but his attention was focused entirely on her, and she felt she had a fairly good chance at making her point, now.

She shook her head, smiling up at him.

His expression shifted to disbelief.

"Really? You're not just—not just lying to make me feel better?"

She shook her head again, marveling at the depths of his paranoia.

"Because that was—_wow_. That felt _really_ good. Uh, for me, at least, not sure what it did for you—"

Lifting her hand to her arm, she pretended to scratch it, hoping to demonstrate in terms he might understand that it felt good for her too, but he tilted his head at the gesture.

"It—what?"

She stifled a laugh, pushing him off, guiding him to lie beside her. Perhaps, even if he hadn't understood that much, he had caught the gist of her argument, she reasoned as she leaned over the side of the bed to grab a blanket. Tossing it over them both, she moved closer to him.

"That's nice," he murmured with a nod.

Planting her hands firmly on his shoulder she maneuvered him to lie back down, rolling him onto his side, then curled up beside him with her forehead pressed against his upper back. She threw her arm over his side, flattening her palm over his chest, feeling the steadily slowing pace of his heartbeat.

She rested in silence for a while, savoring the feeling of his skin against hers, his body warm and alive and simply… _there_. During the innumerable years she had spent alone in the facility, whether conscious or unconscious, she must have forgotten the basic comfort of human companionship.

Maybe she had never known it at all.

But despite their mutual enjoyment, she knew that it likely did nothing to solve his problem, aside from—hopefully—giving the voyeuristic AI both a clear message and an eyeful. She wanted to rouse him, to ask him what, if anything, she had done since his confession, but she released the thought, unwilling to disturb the first moment of peace he had experienced in a long time.

Her attention fell back to him as he spoke suddenly, breaking the silence.

"You _do_ like my body," he breathed, his voice full of awe.

She lifted her head and he glanced back at her over his shoulder, his eyes bright and eager.

"That's what you were trying to tell me, wasn't it, love?"

Maybe he wasn't so thick after all. She nodded, sighing, patting him lightly with her hand. They lay back down and she tightened her grip on him, her palm coming to rest on his chest—the pace of his heartbeat had nearly doubled over the course of his revelation.

Chell smiled.

Allowing her eyes to fall closed, she curled up closer to him, simply enjoying the peace of the moment.


	15. The Plan

**[Part 15]**

Resting her forehead between his shoulder blades, Chell lay peacefully, soaking in the quiet aftermath of the act. He remained still, tucked snugly beneath the blanket with her, his breaths slow and deep—probably asleep again, she supposed.

But as serene and—well, _satisfied_—as she felt following his unexpectedly successful first attempt at copulation, she could not calm her mind as she emerged from the haze of gratification, her thoughts racing to make sense of what had just occurred.

What had begun as a last-ditch effort to convince the suffering man that he had been lied to, that his body was his own—not shameful, not disgusting, and not a weapon—had escalated quickly under the strain of their shared frustration. His body had reacted readily to her demonstration of affection, and hers to his fervent imitation as he knelt between her legs, hands grasping at her shoulders for support, lips pressed noisily against her skin. Creeping further down to latch onto her breast, he had glanced up to catch her eye, his gaze surprisingly tender—and she had felt her resolve faltering under the nearly overwhelming rush of the chemicals coursing through her body.

Soon enough, as he buried his probing finger to the knuckle within her, surveying her fully exposed body with a look approaching reverence, the solution to their problem had become obvious to her.

Pushing him onto his back, she had straddled him, quickly taking charge of the situation. Chell knew that she possessed both the desire and the means to convince him of the AI's deceit—and to further reassure him by expressing more directly her opinion on the matter of his body. Apart from the more obvious advantages to her hastily-assembled plan, it had also seemed the perfect opportunity to send a clear message to their unwelcome companion.

But now, as her pulse gradually slowed, the frenzy of the previous moments fading, that same nagging self-doubt that had plagued her since their reunion returned with full force. There was no question that he had thoroughly enjoyed it, that she had enjoyed it herself, but what sense could he possibly make of what they had done? Apart from the fact that she really did 'like his body,' as he had put it, what exactly would it mean to him?

And more importantly—how would GLaDOS react to their act of defiance?

Beneath her arm he stirred—not asleep after all, Chell noted—his movement drawing her out of her steadily darkening thoughts. He shifted in place, turning to lie on his back beside her, head resting limply on the pillows against the headboard. Retrieving her hand, she propped herself up on her elbows to watch him, searching his face for any sign of the AI's presence.

She could find none, however, his placid smile and the relaxed slump of his shoulders contrasting starkly with the shivering wreck he had so recently been reduced to. He still looked exhausted—she could understand why—but, unlike earlier, he seemed wholly unperturbed.

Lacing his fingers together over his belly, he blinked a few times, heaving a small, contented sigh, before he noticed her scrutiny. Their eyes met, and after a brief, wide-eyed pause he began, rather predictably, to babble.

"That was… tremendous," he enthused, a grin tugging at the corner of his mouth.

Chell nodded in agreement.

"I-I'll admit, I didn't really know what you were getting at… with—with most of that… but then you—with your—a-and then _I_—"

She couldn't conceal her smile at his flustered attempt to communicate—it was a rare occasion that the former core couldn't find ample words to say exactly what was on his mind.

He stopped, his gaze dropping back to his folded hands. He examined them closely, appearing to gather his thoughts for a moment before he turned to face her.

"We should do that again."

She blinked in surprise at the firm statement as his chin dipped in a single, resolute nod.

"I mean—not right _now_, of course. I-I don't really think I could, to be honest—" he scrambled to explain himself, casting a quick sideways glance towards his lower body still resting beneath the blanket. "But sometime. We really should."

Perhaps she had been vastly over thinking things before, to have been so concerned that he would misunderstand the nature of their act, she thought. Now, as she considered his utter lack of experience in the area, it struck her that he likely had no concept of the social or emotional implications normally associated with what they had done. To him, it was probably no different than learning to walk or to eat—just another strange thing that humans do.

"You know, if… if that's okay with you?"

Laughing silently, she nodded.

It was refreshing to hear him speak, even as he stumbled unevenly through each sentence. His voice, though still soft, felt much closer in tone to the one she had heard during their first trek through the facility together—awkward but affable, infectiously eager, and without any of the strain of his earlier upset.

"Where did you learn how to do all of that? I mean—did someone show you? Or-or does it just come naturally for humans?" he continued, brow furrowed in puzzlement.

Chell looked away.

Somewhere in the more rational corners of her mind she had wondered just that as she knelt over him, squeezing his legs between her own. She had managed to push the thought away, burying it in the urgency of the moment, focusing on her hands exploring his body as though by memory. It was a question she had avoided since she had experienced her first unwelcome thoughts of him in the corridor—how she knew exactly what her body wanted from his and what she needed to do to get it.

Although it often occupied her thoughts, she could find no explanation for a significant amount of what she knew but could not remember ever having learned. As unsettling as it was to acknowledge, she had no clear memories of a time in her life before Aperture, no memories in fact of a time before emerging from stasis to her first round of testing. She was certain that her education in this and other matters had occurred long before that first test chamber, but while the knowledge remained, the memories were hidden from her view by the impenetrable fog of cryosleep.

"Because, at first, I didn't know what I needed to do," his voice rose again, the sound of it breaking her concentration.

She glanced back at him—he was watching her closely, still scanning her face for clues.

"But then after a while, my body just kind of… _did_ it," he continued to think aloud. "Like it knew what it was supposed to do, even if I didn't."

Chell simply shrugged—there was no point in trying to communicate what she didn't understand herself.

"So it was like that for you too," he mused with a nod.

She shifted, pulling herself further up the bed to rest on her side next to him. As difficult as it would likely prove to be, she could no longer delay the conversation—she had to know.

Reaching out, she gently tapped the side of his head with two fingers.

"Hmm?"

She tapped him again, patiently.

"N-not sure what you're getting at, there," he smiled, turning away from her to stare across the room at nothing in particular.

Chell frowned.

Wheatley was thick sometimes—most of the time—but he wasn't a complete moron. At least, not since his removal from the GLaDOS chassis. She could not accept that he didn't understand what she was trying to ask him, and that left only one possibility as to what he was doing:

He was lying to her.

Poorly.

Frustrated, she grabbed him firmly by the chin, pulling his head back around to face her. He looked slightly affronted.

" I—I _do_ know what you're getting at, all right?" he sputtered, amending his statement as well as he could with his chin still in her grasp. "I just—I don't really want to talk about that."

She let him go, pressing her lips tightly together and narrowing her eyes to fix him with a hard gaze. During the time that had passed since their reunion, he had become remarkably sensitive to her varying expressions, and he often seemed to crumble under her more severe glances—this time was no different, she found as he looked away from her almost instantly, biting his lip in anxiety.

"Okay, I—she's… quiet. She hasn't said anything since you, ah, started to-to touch me," he admitted, his voice quiet and even. "I'm not even sure if she's still… well, _here_, but I never felt her before, so…"

He glanced back at her, and she nodded, satisfied—it wasn't much, but some information was better than none. Holding his gaze, she tapped his head again, then touched the tips of her fingers to her lips and swept them away from her face.

"You want to know what she told me," he murmured, more a statement than a question.

She nodded, impressed by his swift comprehension of the gesture. It seemed that with each communication that passed between them, he became more and more proficient at understanding her improvised signs.

"I—I guess you deserve to know, after helping me with… that thing…" he trailed off, looking away.

She placed her palm on his upper arm and waited. If he chose his words well enough, his answer could provide her the chance to clearly refute the AI's claims and to finally set him straight regarding her lies.

He looked down at her hand, weary eyes resting briefly on the sight before he began.

"She told me that you only kept me around to keep an eye on me, because you thought I'd betray you, and I'd hurt you," he stopped and took a deep, shaky breath. "Again."

Her heart ached at the sudden sorrow in his voice—she could almost feel the progress they had made slipping away. Deciding that it had been a mistake to press the issue, she considered stopping him, but he continued quickly.

"Which I _won't_. I promise. Please believe me—" He lifted his head to meet her gaze, his eyes pleading.

Chell simply lifted her arm, wrapping her fingers around his clasped hands to give them an encouraging squeeze.

"She said that you, ah—that you hate me," he continued, eyes locked on their hands. "And… you hate my body."

She stroked his fingers, fighting to suppress the anger building inside her at the AI's manipulation.

"But I guess that one was a bit of a lie, yeah?" he turned, glancing cautiously at her for her reaction.

Smiling, she nodded and pried his hands apart to slide her hand between them, threading her fingers through his. He studied their hands folded together on his stomach, his expression distant and unreadable.

"It was _all_ a lie, wasn't it?" he whispered, turning back to her.

She nodded again, slowly and emphatically. It was the question she had been waiting for—she hoped he would take her answer to heart. Relief flooded his features at her positive response, and he drew a slow, deep breath.

"I—okay. That's… that's good to know."

He remained silent for a long, contemplative moment, then squeezed her hand between his.

"Even the part about me hurting you? Because what we just did… it felt—well, it felt really good, but you have to know, it—it felt a lot like when you… _tested_." his voice dropped to a shamed whisper. "For me."

She had suspected as much—the test reward protocols that had sent him into paroxysms of bliss at the end of each test chamber had seemed strikingly organic, perhaps the result of an attempt to motivate AIs using an artificial reproduction of physical pleasure. Chell wondered if the scientists who had pioneered the technology had ever imagined that an AI—or whatever Wheatley had once been— could develop such a desperate addiction to, or suffer such painful withdrawals from the product of their technical ingenuity.

"The last time I felt like that—near you, I mean—it was because I was hurting you. And it felt good. So good I didn't know what I was doing to you. I didn't even _care_," his voice cracked. "I—I just don't want that to happen again."

Chell could do nothing but nod, offering him a soft smile. She knew she would never truly relate to what he had gone through, but she hoped that he at least understood that she held none of it against him.

"I don't understand much—at all—about this body," he continued, "But if I ever do anything wrong, please—please let me know. Hit me or something. I-I couldn't bear the thought of—"

Tugging her hand from his tight grasp, she pressed a finger to his lips, holding them closed as he stared silently back at her. She pulled her hand away, balling it into a tight fist and holding it close to his face.

He winced.

"…alright, that's— I'll take that as an 'okay,' then," he laughed nervously. "Perfectly willing to hit me. If—if the need should ever arise."

Satisfied, she patted his chest. Beneath her hand the tension seemed to dissipate from his body, her wordless reassurance evidently successful. After a moment of silence he spoke again, puzzlement clear in his voice.

"Still, I—I can't imagine how all that wouldn't have hurt you, it felt so…" he paused, seeming to search for the right word. "_Tight_."

Her face grew warm at the candid pronouncement and she could only nod in idle agreement as he launched into a rather vivid description of how she had felt to him.

"I didn't really think it was going to fit…"

Ignoring him, she focused her thoughts inward, mentally taking stock of their new situation.

It was apparent that he understood little of what they had done, but at least her message had been received. He recognized finally that the AI had been feeding him lies, that she did enjoy his companionship—and, most importantly, that he hadn't actually hurt her.

"...got a little bit looser as we went along, and…"

At the same time, she was certain that GLaDOS herself had received the same message. Her chest tightened at the thought of the AI, an alarming thought occurring to her—if GLaDOS had dealt that much damage to Wheatley before Chell had contradicted her, how would she proceed now that she had essentially disarmed her greatest weapon against him?

"…really, _really_ slippery…"

GLaDOS had suffered terribly, perhaps to an extent that even Chell herself could not justify—she could still hear the piercing scream of the fallen AI ringing in her ears—still, this newest tactic for revenge seemed uncharacteristically cruel. She had long tormented Chell with her own brand of psychological manipulation, even while they had briefly been allied, and she had murdered countless people and bragged about that fact to Chell herself—but this was on another level entirely.

"…kind of like it was grabbing me? I don't know…"

Infiltrating the dreams of her enemies to plant the seeds of insecurity and self-loathing, crushing minds rather than bodies—it was disconcerting to contemplate what the AI might truly be capable of, given her obvious hold on him. Chell knew little of the extent of her influence on his mind, nor what it was she had actually done to him in the first place. Considering that she understood nothing even of how the AI had performed the feat of science that had essentially brought him back to life, she was uneasy at the thought of facing her again, not necessarily for her own sake, but for his.

She couldn't help but wonder—what would killing the AI do to him?

"…_way_ better than just using my hand, let me tell ya…"

Would he even survive her influence long enough to escape?

"…think I like it better when I'm on top… love? Are—are you listening to me?"

Chell looked up. He had turned onto his side to face her, observing her quizzically.

"What's wrong? You look, um—upset?" he squinted at her, obviously struggling to read her expression, his monologue forgotten.

Sighing, she nodded.

He mimicked the movement, his gaze softening, before speaking again.

"I think I know what you're worried about," he murmured. "And—you don't have to worry. You're gonna get out of here."

She lifted her head from the pillow to study him as he continued.

"Yeah, maybe it's taken a little bit more time than you'd expected—sorry—but you _will_ get out of here, and-and you'll go all the way up there, and then you'll do whatever it is you want to do," he reassured her firmly, pointing upwards with one hand. "Just like I promised."

Watching his hand fall back to the bed, she considered the implications of his words. The possibility of his own escape didn't even seem to have crossed his mind, she realized with a start. Extending a finger, she reached out to prod him gently in the center of the chest.

"Hmm? Me?" His eyes flitted between her hand and her face. "What about me?"

She repeated the motion, then pointed upwards. His gaze followed her gesture to the ceiling.

"You want to know if I'm going to go…" he paused for a moment, then smiled at her. "Oh, don't worry about me. I'm—I'm sure I'll be okay."

Chell watched as he slowly thought through his own words, his face falling, then tensing with anxiety.

"Well, no. I-I probably won't be, I mean—she's probably going to kill me. Maybe. But—but I won't let that stop me from getting you out of here."

Thinking back to the moments following their violent reunion, she realized that that had been the exact promise he'd made to her then. Struggling to speak through his stutter, cheeks still flushed from fresh tears, he had only ever said that he would help her escape. At the time she hadn't noticed his wording; she had been too eager to return to her own plans, far too preoccupied with a lingering distrust of his intentions and the suspicion that the restored AI was lurking behind every corner of the facility, simply waiting for the right time to strike at them.

He was in no state to make such promises, she reflected as she observed him, his brows lifting encouragingly, his lips parted in a lopsided, nervous grin. Not an hour before, he had been practically catatonic, gripped utterly by the paranoia fed to him by their mutual captor, and yet _he_ felt the need to reassure _her_, to project to her the best imitation of confidence he could muster—though it was fairly obvious by the look in his eye that he believed very little of what he said.

Chell looked down.

"_Please_ don't be upset—"

The bed shifted as he moved, and she glanced back up at him. He was much closer now, his expression stricken with worry. She tensed at the unexpected sensation of his hand resting on her bare side, his fingers wrapping loosely around her waist. Before she could fully process the gesture, he leaned in to press his lips briefly to her forehead, then pulled back.

He watched her with wide eyes, appearing to wait expectantly for something. She stared back at him, his warmth dissipating quickly from her skin.

"…No?"

She was mystified.

He frowned, then dipped his chin to nudge his face into hers. She remained still as he missed his mark entirely, his lips connecting clumsily with her cheek, breath spreading hot across her face. He shifted, adjusting his angle, and tried again, this time planting a firm kiss on her lips. He held the position for a long, silent moment—his eyes staring rather unnervingly into hers—before breaking contact and moving away, a look of uncertainty on his face.

She studied him, trying to decipher the meaning of his action, fighting to ignore her quickening heartbeat.

"It made me feel better when you did it, so I thought—well, I thought I'd try it," he explained sheepishly, looking intensely uncomfortable. "Did… did it do anything?"

Chell couldn't suppress her smile as his intentions became clear—he was simply trying to comfort her, using the only method he knew.

His face brightened instantly.

"There! See, now isn't that better, love?"

She nodded, amused by his proud grin. It was remarkable—almost unsettling—how truly adaptable he was. He had undergone yet another unexpected transformation, shifting so readily from the role of the comforted to that of the comforter, his previous worry apparently forgotten.

Sitting up, Chell lifted her arms above her head, arching her back in a long, satisfying stretch, stifling a laugh as she noticed him watching her, his eyes wide and unblinking. She let her arms fall to her side, and her breath hitched suddenly as she felt an unfamiliar sensation. Glancing down toward her lap still covered by the blanket, she chewed her lip in thought. She hadn't quite planned for this part, but she should have expected it, might have if she'd been in her right mind before climbing on top of him—the feeling wasn't unpleasant, but it was certainly irritating.

She stood slowly, finding her footing on the floor beside the bed, then took a few cautious steps forward.

"Wait," he called after her. "Where are you going?"

She turned back to cast a glance at him—he had lifted his head to watch her from where he lay curled up on his side—and pointed towards the bathroom.

"Okay," he let his head fall back down, eyes still trained on her. "I'll… I'll be here."

She made her way toward the door, gritting her teeth in discomfort.

"You're _absolutely_ sure you're not hurt?" he piped up from across the room. "Because you're walking kind of funny."

Ignoring him, she entered the smaller room, flicking the light switch and closing the door behind her.

After carefully cleaning herself of the evidence of his release, she stood before the mirror, pulling an errant strand of hair out of her face to tuck it neatly behind her ear. Shielded from the pressure of his gaze and the distraction of his constant rambling, she could focus again on their situation and consider their next steps in peace.

With each additional moment they spent in the dormitories, she had grown more and more anxious. It felt unnatural to remain in one place for so long, the comfort and relative tranquility of the room leaving her mind restless, her legs yearning to run and jump and climb and finally escape. She had known when they discovered the dorms that they could not remain there for long, suspecting even then that GLaDOS had kept close watch over their movements and would soon strike, and the revelation of her influence on Wheatley only deepened her sense of urgency. His downturn and subsequent recovery had necessitated an extended stay, but she knew that it was only a matter of when, and not if, the AI would retaliate against them.

Planting her palms on the smooth countertop, she leaned forward, sighing deeply.

He was still far too weak, still essentially defenseless against both the mental and physical reprisals she suspected would soon come to him. He hadn't stood a chance on his own, and even with her help, she knew he wouldn't last long in the facility—she had, after all, only barely survived herself, and she had been equipped with long-fall boots, a portal gun, and a degree of agility and endurance he couldn't hope to achieve.

Apart from his physical limitations, his strange condition complicated her plans significantly. Before she had found him, she had planned to make her way back to the central chamber and simply take down the murderous AI, or die trying. After he joined her, she had continued to work toward that goal, pushing the detail of his role in that plan from her mind until it was absolutely necessary to consider it. But now it was evident that her original plan would never work, not as long as he remained with her, unwittingly transmitting their every move to the very enemy they sought to defeat.

And she was no longer willing to consider leaving him behind.

The only other option for them was to remain in the shadows, finding some way to slip out of Aperture unnoticed—likely an impossible feat as well, given the layers of security she had encountered previously—and with any luck avoid facing GLaDOS entirely. Chell had hoped that his familiarity with the facility, obviously far greater than her own, would serve them in their bid to escape, but that plan now posed the same problem as the first—no matter where he took her, their unseen companion would undoubtedly anticipate their movements and use that knowledge against them.

She turned to lean against the countertop, folding her arms across her chest as her thoughts drifted back to the strange map she had found, likely still laying face down where she had dropped it in the doorway.

The markings had been strangely familiar, their frantic, scratchy quality calling to mind those that had faithfully guided her through the back rooms of Aperture during her first attempt at breaking out of the facility. Upon her reentry into the decaying test track, she had seen similar marks scrawled across the ageworn walls, but the imagery these evoked—the activation of the GLaDOS chassis, the slaying of countless researchers, the likeness of a woman dressed in a jumpsuit much like her own, her face placid in unending sleep—had disturbed her.

The illegible scribbles on the map had given no evidence as to its purpose, and the contents of the indicated room were a mystery to her. But if the map had been drawn by the very person who had guided her through the facility so many years before, it may have been intended to lead its holder to something helpful, something they could use to finally escape.

It was obvious that nothing they did could be kept from the AI—at least, nothing they did that Wheatley was at all aware of. But he had not seen the contents of the map, nor did he likely even know of its existence. If she could manage to follow the map to its end, leading him there without him ever knowing their destination, it was possible that they could arrive there undisturbed.

The thought of relying on the help of a complete stranger was disquieting to Chell. Placing trust in anyone had never sat well with her, and her more recent experiences in the facility had only affirmed that sense of unease. The man lying blissfully in her bed had tried to kill her, while her captor and attempted murderer had saved her life—twice. She could not predict where the allegiance of this anonymous artist would fall, but she knew that they had no better option than to follow the map and simply hope for the best.

Pulling the door open, she stepped back into the bedroom. Her breath caught in her throat.

The bed was empty.

She spun around, searching the corners of the room for him, but found herself entirely alone. The possibilities ran quickly through her mind—he had left, she had taken him, she had hurt him again—as she dashed forward, seizing her clothes from the floor and pulling her shirt on. Tugging her panties up her legs as she struggled gracelessly toward the door, she forced the last two possibilities from her mind and cursed herself for having left him unsupervised, having trusted that he could handle himself alone for just a few minutes and not wander off naked through the facility.

Heart thumping in her chest, she reached the door, swinging it open and dashing into the corridor in a single fluid movement, almost immediately colliding with a large obstruction directly in her path. Leaping backward, she fell into a crouch, planting her bare feet apart on the catwalk and lifting her fists in self-defense.

"_AAH_—oh—oh please don't hit me—"

She relaxed instantly, straightening to glare at the man cringing before her, his arms loaded down with packages of food. Leaning down to pick up a can that had fallen during their collision, she peered up at him, eyebrow raised.

He shifted uneasily, renewing his grip.

"You were taking a really long time, and I was hungry, and I thought you might be, too, so—so I thought I'd go find us some more food," he explained with a cautious smile. "…Lots of stuff in these other rooms."

She nodded with a sigh, the sight of the food leading her own stomach to grumble. Glancing down, she saw that he had at least remembered to wear his pants when he left the room.

"Oh, yeah, it was kind of cold out here, so I came back and put them on," he nodded.

Turning to reenter the room, she beckoned for him to follow. He stood hesitantly in the doorway as she closed the door behind them.

"You feeling all right, mate?" his head tilted as he stared down at her. "Your skin, ah—kind of looks lighter than normal."

Waving him off, she stalked over to the bed, passing the map still lying facedown on the carpet with little ceremony. She replaced the rumpled blanket with a fresh one as he trailed behind, dumping his armful onto the bed.

"Think I found some good stuff this time," he noted proudly, clasping his hands together as she surveyed the admittedly impressive collection of food. "None of those bear things, though."

None of it was inedible either, she noted, eyeing the cans of vegetables and fruit, strips of beef jerky, and various other goods. Taking a seat on the bed, she grabbed a container at random. The bed creaked, dipping to one side as he crawled to sit close beside her, his legs crossed beneath him. He leaned down to seize a can of peaches, studying the tab at the top before wordlessly handing it over to Chell. She opened the can with ease, tossing the lid to the floor and passing the container back to him.

Dipping his fingers into the thick syrup, he extracted a slice of peach, examined it suspiciously, then took a cautious nibble. His eyes shot open at the taste and he wrenched his hand away from his face, staring at the piece of fruit for a long moment before shoving the rest into his mouth.

A sound halfway between a whine and a groan erupted from him as his eyes slid shut.

"_Mmnnhhh_."

Her own hunger forgotten for the moment, she laid her can back on the bed and settled back against the pillows to watch him.

He made short work of the peaches, popping the rest of the fruit into his mouth one by one, then tilting the can over his head to drink every last drop of syrup. Tossing the empty can aside, he reached for another and handed it to Chell to open—pears, this time—reacting in much the same way to the taste, stuffing the food into his mouth almost more quickly than he could chew and swallow it, syrup dripping messily down his chin.

He leaned forward, using his long arms to rake more of the food closer to himself, then ripped open a pack of beef jerky. Hunching low over the pile, he tore a piece of meat off and studied the labels of the other containers uncomprehendingly as he chewed.

It was oddly captivating, she mused as he managed to fumble a packet of peanuts open himself, to observe the actions of a man who had only days before possessed neither limbs nor senses. He was nearly frantic in the way he interacted with the world, his every movement exaggerated and enthusiastic. His expression shifted rapidly as he relished each piece of food with an intensity she could not fathom, his eyes closing and his brow wrinkling as he concentrated on the flavor. He reacted differently to each new taste he encountered—a moan for the sweet, a thoughtful hum for the salty, a light growl for the only source of meat they had found, the beef jerky. As he scanned the pile for his next item of choice, he plunged his empty fingers into his mouth, suckling every last bit of flavor from them before continuing.

Transfixed on the sight, she watched him for a few minutes as he made his way through several more cans of fruit—with her aid to open them—until he finally began to slow down.

His eyes drifted over to her and widened.

"Why aren't you—you haven't—" he stammered, distraught.

She shrugged, smiling, a strange and untraceable ghost of a thought running through her mind—something about 'dinner and a show.'

"You have to eat, love, I heard your stomach out there," he chastised her, picking up a can of pears and holding them out for her to open.

Taking the can back, he pulled a piece out and lifted it to her mouth.

"Here."

Snorting lightly, Chell parted her lips and he slid it inside, using his fingers to carefully wipe the excess syrup from the corners of her mouth even as his own face—and chest, and pajamas—suffered the consequences of his previous enthusiasm. She slowly chewed the offered fruit, the sweet jolt of its flavor nearly inciting her to moan herself, as he retrieved his hand and licked the collected syrup from his fingers.

She shivered.

"Now keep going," he prompted, passing her the opened can.

Nodding, she began to eat.

The rest of the meal passed in relative silence, the intensity of his reactions lessening as he seemed to grow accustomed to the new tastes. He really had found an extraordinary amount of food, far more than they could finish in one sitting—even with his seemingly unending appetite—and she couldn't help but feel a strange sense of pride in him for having accomplished the task. From time to time his gaze would stray to her, obviously checking to make sure that she was, in fact, still eating, and she nodded in recognition of each glance, amused by the bashful grin flashing briefly on his face at her attention.

Upon finishing the meal, Chell stood to clear the trash from the bed, stacking the remaining containers of food on the dresser as he lay on the bed and watched. Returning to his side, she grasped his wrist, tugging until he stood and allowed himself to be corralled into the bathroom.

She gestured toward the shower.

"Wait—this again? How often—" he sounded dismayed at the prospect.

She planted her hands on her hips, looking him up and down, and he sighed.

"Being a human is too messy," he grumbled, leaning into the tub to fuss with the tap until it turned on.

Nodding, she reached in to activate the shower then moved away to wait for him to proceed.

"I wanted to sit down," he muttered quietly.

As she watched, he stood awkwardly outside of the shower, his hands hovering over the waistband of his pajamas. Glancing over at her, he drew his breath to say something but stopped, apparently thinking better of it. He hooked his thumbs beneath his waistband and hesitated. For a long, silent moment he seemed to fight an inner battle regarding the proper etiquette of nudity, finally slipping his pants off and leaping quickly into the shower.

Shedding her own clothes, she climbed in after him.

"Oh! Ah—" he nearly jumped at the sight of her, backing away to collide roughly with the opposite wall, hands flying to cover himself. "Sorry, I—what are you doing?"

Even if she could have responded, she wasn't quite sure what she might have said. She had simply felt the urge to join him, and had acted immediately upon the whim, forgoing deliberation entirely. It was a strange feeling, one that she could not remember ever having experienced before, the impulsivity of her act shocking her as she observed the man cowering against the shower wall.

Lifting her hands, she attempted to soothe him—why was their shared nudity so intimidating to him in this setting, but not in the other room?—though from the path of his gaze she doubted that he had noticed her hands at all.

Unsettled at her own actions, she fought to trace their origins.

She felt tired—she had felt tired for as long as she could remember. Every moment of her life had been a struggle to keep moving. She had had little time to think of anything but escape, pushing the insistent ache in her chest out of her thoughts, stubbornly ignoring the stinging tears that came whenever she was forced to stop and rest. Huddled alone in the darkest corners of the facility, an unaccountable emptiness had settled within her.

Chell had risen from each fitful rest with nothing but a dogged will to survive, sneaking and scrounging through the shadows like a rat, fighting desperately to escape from the only home she had ever known.

As the thick clouds of steam filled her lungs, she stepped forward through the stream of water to grab his wrist, lifting the limp weight and pulling him away from the wall. Releasing his arm, she studied him as he stood before her, still hunched, still half-covered.

"Do you—do you need something?"

It had felt peculiar to hold him in her arms upon discovering him in the corridor, using what little she possessed to stem the tide of his tears. The unexpected solidity of his body had shaken her to the core, the faintest hint of that familiar ache returning to her chest as his warmth mingled with her own. Even as they progressed haltingly through the motions of their coupling she had felt it, her head growing light at the friction of his skin sliding against hers.

Reaching down to grab the bar of soap, she spun it in her hands, gathering the foam in her palms before reaching out to touch him, spreading the suds across his chest. He flinched at the contact but relaxed as she worked the soap into his skin, scrubbing away the sticky remnants of his meal. She stepped back to allow the flow of water to wash it all away.

It hadn't taken long for her to recognize exactly what that ache had been, why his touch both eased and inflamed her distress—and she found that she was not proud of the revelation. Before she had even understood the nature of the urge, Chell had longed to feel the warmth of something living beneath her fingers, to touch and be touched, to comfort and be comforted, to be reassured that she was not as alone as she had always believed.

She carefully rubbed more of the suds into his chin and neck, smiling as his lips pursed beneath her palm to prevent the soap from entering his mouth again. Wrapping her arm around his shoulder, she pulled his head down into the stream of water, and he squinted as the water slid down his face.

His had been the first—the only—living flesh she had ever touched, and the same was undoubtedly true of him. She knew that she would never find a way to communicate her thoughts on the matter to him, but it was obvious that he too felt the urge for contact, but simply lacked the knowledge of what to do about it.

She pressed her palm to his chest, pushing his head back above the water. His eyes opened as she placed the soap into his hands. He regarded her skeptically.

"You want me to—"

She nodded.

"…You?"

She nodded again, smiling, holding her arms out from her sides.

As he lathered up his hands, she politely ignored the newly exposed region he had been attempting to hide. His hands shot out to touch her, rubbing the soap gingerly into the skin of her shoulders, tracing the hard line of her clavicle, then moving upwards to wrap around her neck.

She caught her breath at the startling action, marveling at herself for having willingly placed herself in a position of utter vulnerability. Head swimming with a brief surge of adrenaline, her hands tightened instinctively into fists—but he did not linger there, stroking the skin gently before his hands descended toward her breasts.

Concealing her relief, she steadied her breath, watching as he rubbed his flattened palms slowly over the curve of her chest, his brow furrowed in deep concentration, his lower lip held firmly between his teeth. His fingers curled into the soft tissue, seizing her with both hands, his wet skin sliding unevenly against hers as he focused his attentions there. Seemingly engrossed in the sensation, he began to move toward her, unwittingly pushing her away, propelling her backwards through the stream of water until she hit the wall, her body tensing at the unexpected cold.

"Oh! I'm—I'm sorry, I didn't mean to-to push you," he apologized guiltily. "You're just so bloody s-smm—_ahh_…"

He leaned into her touch, his hips pressing forward against her hand.

"Now?" he bit back a gasp as her fingers slid smoothly over the already-hardening flesh. "H-_here?_"

Looking up to catch his eye she nodded, grinning, wrapping her fingers around him to lift his reassuring weight in her hand. It was reckless, it was foolish, it was probably downright moronic, Chell knew—but faced with the uncertainty of their future beyond the dormitories, she found she wanted nothing more than to touch him again, to put off the inevitable and focus simply on the present by working his body into another desperate frenzy.

A strangled noise escaped his throat and he wrapped his own hand firmly around hers, stilling her movements, his expression grave.

"Just—just wait a minute, I—hnngh," his face tensed, his hand tightening around hers as his cock twitched against her palm. "I don't think I can, ah—r-reach you—standing up like this, love."

She smiled, shaking her head, and began to move her hand again, tugging lightly at the warm flesh between her fingers as his own hand fell away. He groaned, seeming to accept the response, pressing his body closer to hers as she worked, tensing and relaxing her grip in time with the restless shifting of his hips. Under the influence of her stubborn grasp his body reacted readily, eyes sliding closed, his brow creasing as he seemed to lose himself completely in the sensation.

Leaning back, she watched his expression, captivated in particular by the agitated flutter of his lips following each movement of her hand as she pumped her fist slowly up and down his length, the sound of his hushed words drowned out by the coursing water. His body curled over her as he bent forward, supporting his weight against the wall above her head, and he sighed, rocking his hips into her hand.

She followed his self-set rhythm for a while before pausing to swipe her thumb over the flushed tip—a hiss escaped him and he shoved himself hard against her, pinning her against the wall, trapping her hand and his cock between their bodies and burying her face firmly in his chest. She struggled to maintain the motion of her hand even as he twitched fitfully against her, words pouring from him in a low growl.

"O-oh yes, please—oh, please don't stop, love, y-you're _amazing_, you're so bloody _amazing_—your hand feels so good—_harder_— please just—_don't ever stop touching me_—"

His voice broke, the movements of his hips gaining speed, his cock pulsing in her hand as he thrust against her abdomen, a shot of warmth spreading across her skin.

For a moment he remained pressed against her, breathing deeply, his chin resting heavily atop her head even after she released him from her grip. Pulling away, he gazed down at her, noticing the trail of milky white fluid splashed across her abdomen and wiping it away with his hands.

"Is—is something wrong?" he asked, his concern evident despite his breathless voice. "You didn't do anything that time."

She frowned, gesturing toward her own unattended need.

"Oh, I—what?" he tilted his head. "I'm done, I can't—believe me, I wish I could, but—"

Shaking her head, she grabbed him by the wrist, pointing toward his hand, then between her legs.

His expression brightened with comprehension.

"_Oh!_ Sort of the same thing you did to me, then?" he asked as he leaned down before her, angling his arm to slip his hand between her legs.

Chell nodded, sighing as his fingers slid smoothly over her outer lips, delving inside to toy with the excess of moisture that had collected over the course of his own gratification. Spreading her legs further apart, she leaned back to rest her weight against the shower wall.

"Let's see," he mused aloud as he blindly felt around the area, digits exploring the already-familiar terrain. "Think there was a bit up here that—"

She gasped—his fingers had found her clit already, grazing it, its swell exceptionally sensitive to the touch.

He pulled away almost immediately.

"But—but not too hard," he continued—was he talking to himself? she wondered distantly—and cautiously returned to the spot, planting a finger on either side of the structure and rubbing lightly.

Her eyes fell closed, her breaths deepening, as his hand lingered there, rolling and pinching the throbbing flesh between his fingers with the greatest caution, his movements painfully slow, infuriatingly delicate. Grunting, she reopened her eyes, tensing as she noticed his intense stare—in bending down to reach her, he held his face mere inches from hers, his eyes resting intently upon her, studying her face as he worked.

"Is that okay?" he asked, his voice soft.

Biting her lip, she nodded—then shook her head—and he stopped, perplexed.

"I—I don't know what you want, love," he explained, gaze still trained on her.

Reaching down, she pulled his hand away from her and pushed it further between her legs.

"Oh, in here?" He slid a finger inside and she reached out to grasp his shoulders for support. "Is this right?"

She nodded feverishly, shifting her hips again to guide the digit further inside. He obliged, pushing the length of his finger up against the slight resistance of her grip, sliding it experimentally in and out.

"Not quite the same thing, though, is it?" he reflected, glancing down to inspect his efforts after a few moments.

Tapping him to regain his attention, she held an unsteady hand before him, two fingers extended, hoping fervently he would understand her need—and quickly. He raised his eyebrows in surprise.

"Y-you want another one in there?" he asked doubtfully.

At her emphatic nod he acquiesced, pulling out to add a second finger, and she bit her lip at the added pressure of it—but he seemed to recognize her discomfort, pausing as his fingers pressed slowly into her.

"If, um, if you want me to stop for a bit—like you did before—just say so, alright?" he prompted anxiously.

She nodded, tilting her head back against the wall. Drawing a deep breath, she relaxed her muscles around him as he progressed, slowly filling her, her pulse quickening at the blissful friction of his digits working their way inside. He hesitated while she accommodated him, his hand cupped around her, palm pressed firmly against her mound to hold her entirely in his hand.

"What do I do now?"

Lifting her arm again, she extended the same two fingers and curled them repeatedly, her hand shaking.

He pursed his lips, studying the motion before mimicking it.

"_Ah_—" a desperate cry spilled from her at his sudden movement, hands grasping at the shower wall for support but finding none.

"That's a good thing," he muttered, seemingly to himself. "That means she likes it—"

He repeated the motion—once, twice, three times—curling his fingers insistently within her, and she shuddered, her body writhing erratically in response. It was intense, far more intense than anything she had felt before, a sudden, overwhelming jolt spreading out from her core at each jarring movement of his hand.

Her eyes opened again, her head tilting down in dazed confusion as she felt his free hand find hers, grasping her hand tightly.

"Are you—are you ready?" he asked, meeting her eyes.

She shoved her hips forward in response and he resumed the motion, his fingers twisting and curling, arcs of sensation leaping erratically from the point of contact between their bodies.

"C'mon love, you're almost there, just a bit more and—oh, man alive."

Panting, she clung tightly to his offered hand, the rolling pleasure building steadily within her. Her hips pushed anxiously into the friction of his hand, her body tensing and contracting around his rapidly shifting fingers until her head fell back, her eyes squeezing shut as she shuddered, her every muscle seizing at once.

As she caught her breath, the sensation quickly fading, she dimly noted that her hand was again empty, both of her palms pressed flat against the shower wall.

She opened her eyes.

"It's alright, mate, I've got you," he assured her, his voice close, and she realized quickly the reason for his proximity—his free arm was wrapped tightly around her torso, supporting her weight as she leaned heavily against the wall, her legs weak and unsteady below her.

"Almost fell down, there," he smiled, pulling away from her as she found her footing, looking up to regard him hazily, her labored breaths slowing.

She nearly laughed at his expression, an oddly contradictory mix of concern and exhilaration. She glanced down, examining the spot where his fingers remained buried deep within her, her walls still pulsing faintly around them with the aftershocks of her pleasure. He followed her gaze downward.

"Oh!"

He pulled his fingers out, immediately lifting his hand to his lips, dipping the slick digits into his mouth as he held her gaze. Chell could not place the odd twinge she felt in her chest as she watched him sample her flavor again.

Licking the last remnants of moisture from his hand, he smiled.

"I like that one," he noted with a nod. "It's better than mine—"

Sighing, she reached down to pick up the soap and resumed washing him as he continued to speak.

"You should have seen the look on your face!"

She spun him around to scrub his back and shoulders, then knelt to wash off his legs.

"You just kept going and going—that was _amazing!_"

Tugging him into the stream of water, she rinsed the suds away.

"I don't think I've ever lasted that long, I—oh, thanks—"

He accepted the bar of soap and began to imitate her actions, rubbing his hands over her back, paying particular attention to the cleanliness of her rump.

"You really liked that, didn't you?" he asked over her shoulder, giving her a quick squeeze. "That felt good? What I did?"

Turning back around, she smiled, grabbing a bottle of shampoo. She pulled at his shoulder until he bent down, allowing her to lather his hair.

"Oh, that smells nice, doesn't it?" he smiled, reaching up to touch his hand to his hair. "I wonder if it tastes—"

She slapped his wrist, shaking her head.

"You've tried it before, then?" he mused, lowering his arm as she directed him to rinse his hair, then began scrubbing her own.

When she felt satisfied with his cleanliness, Chell gently pushed him away for her own chance to rinse, running her fingers through the dark strands to squeeze the excess soap from her hair. She reached down to shut off the shower and pulled the door open, hopping out and hurrying across the room. Pulling two large towels from the closet, she turned to toss one to Wheatley as he stepped out of the shower behind her.

Startled by the sudden motion, he reached out to catch the towel, his fist closing on the empty air as the cloth fell at his feet. She suppressed a laugh as he glared at his hand, crossing the room to pick the towel up and place it in his grasp. Hand-eye coordination, it seemed, was not a skill he had yet honed in his new body.

"Thanks, love," he smiled, patting himself dry.

Nodding, she wrung the water from her hair before running a comb through it, carefully pulling the tangles from her hair, then wrapped the towel firmly around her waist. As she watched, he carefully reproduced her movements to achieve an acceptable, if not visually impressive imitation.

They emerged together from the bathroom, a shiver running through them both at the chilly bite of the fresh air.

Chell glanced at the door, an unpleasant surge of anxiety shooting through her gut at the reminder of the circumstances of their desperate situation. Turning to glance at Wheatley, she paused, noting a perceptible sway in his stance.

She tapped his chest.

"Hmm?" he blinked slowly down at her, exhaustion evident in every line of his face.

She smiled softly, pointing toward the bed—he was in no condition to set out again, not yet at least, but would likely wake much stronger for the food he had gathered. He followed her gesture, his eyes falling on the bed, and turned back to face her, dismayed.

"I—you know I'd love to, but I really don't think I can, I'm so tired—" he began.

She shook her head, planting her hands against the small of his back to propel him forward.

"You don't understand, love, it won't go up again—well, it _will_, but not right away, believe me, I've tried that," he continued, spinning to face her as they reached the bed.

Chell frowned, lifting her hands to gather his attention, then pressed her palms together and held them against her cheek.

"Oh, _that_," he sighed in relief. "I can do that."

Chell bent to gather more of the blankets, tossed them onto the mattress, and lifted a corner to beckon him inside. He crawled onto the bed, discarding the wet towel on the floor, burying himself beneath the blankets, and she followed in kind. Lying beside him, she craned her neck to catch his gaze—but his lids were weighted down with fatigue.

He sighed heavily, turning onto his side to face her, his eyes already closed, his arms reaching out to wrap around her and pull her body closer to his. Pressed tightly against him, encircled entirely by the warmth of his embrace, she sighed in response, falling quickly into a calm and deep sleep.


	16. The Promise

[Part 16 – The Promise]

Chell settled close beside him, the sharp scent of her freshly-cleaned skin and hair flooding his senses as she allowed him to pull her body to his. She seemed almost to melt at his touch, the air leaving her in a long, slow exhalation, her tense muscles relaxing noticeably beneath her skin. She was clearly exhausted, and soon, as she pressed her forehead firmly against his chest, her breaths slow and deep, he could feel her falling asleep in his arms.

Wheatley struggled to open his eyes.

It was tempting to follow her into the comfortable haze of sleep. His body was completely worn out, his limbs weak and his head heavy, an insistent throbbing ache seated somewhere deep within his skull. He could feel each of the now-familiar warning signs of fatigue as they surfaced—that strange buzzing in the back of his head, the sporadic and unnerving lapses in his sense of hearing, the slow drooping of his eyelids and their stubborn reluctance to come back open.

But he knew better than to fall into the same trap again.

He would not allow himself to sleep. The thought of practically inviting Her to return to his dreams was too terrifying to consider. She had made no further attempt to communicate with him—those few short hours of rest he'd managed in Chell's arms had been blissfully empty, and following his confession, Her taunts had faded to silence as Chell drew her body closer to his.

But he could almost feel Her now, watching him, waiting impatiently, and he knew She would be there as soon as he drifted off into sleep.

He could see Her perfectly in his mind's eye—that gaunt, menacing mimicry of a woman, the low, smooth tone of Her voice dripping with disdain as She descended upon him. He suppressed a shiver at the memory of Her wild grin, red and full of teeth; Her eyes, black and dead as they surveyed his paralyzed form; Her fingers, long and thin and sharp, raking mercilessly at his exposed skin to free the blood from his veins.

Tightening his grip on Chell, he forced the image out of his mind and focused his attention instead on simply remaining conscious.

Though many aspects of his new body troubled him, most maddening by far were its limitations. It was slow and heavy, and even after days of practice it still required a significant mental effort for him to move it around properly. This was especially tiring whenever he was close to Chell. So many parts of her felt soft and vulnerable to the touch—though her fists were a notable exception—and he had to focus to make sure that his body's movements near her were calculated and gentle.

Even worse, the thing constantly needed recharging, or it would quickly grow weak and uncoordinated and useless, and he would find himself fixated on the thought of food until he could temporarily satisfy his body's needs. And even after he fed it, it would still tire eventually, its movements gradually slowing until each step would send a painful ache shooting up his legs, and an insistent burning sensation would settle in his chest as the air fought to cycle through him.

Compared to the way his core had simply charged itself with every inch he moved along his guide rail, this new method for acquiring energy was frustratingly inefficient—even if the process of eating could be quite pleasant, depending upon what he put in his mouth.

Wheatley had never seen a human suffer from the needs of their body quite as badly as he had. Not even Chell, not even while she had been running for her life mere hours after waking from cryosleep. She had navigated the corridors and test chambers with seemingly endless energy and agility, as though the thought of food or rest had never occurred to her. Even when he reunited with her and soon realized that she did indeed lack nourishment—and had likely done so for as long as he'd known her—she still didn't seem to have fared nearly as terribly as he had.

And the scientists, the only other humans he'd ever known—well, some of them had seemed troubled at times, and some had occasionally fallen asleep hunched over their desks, but most had appeared to handle themselves well enough while they were still alive.

But as infuriating as his body's near-constant need for sleep had become, he had agreed to the suggestion of rest as soon as Chell had made it. Fighting the persistent calm now tugging at his frayed mind, he could admit to himself that in doing so he had made yet another poor decision. He knew that she would have understood his concerns if he'd voiced them, even despite her fatigue, but something had stopped him from doing so.

Although it seemed to him that Chell, like most humans, had a predisposition toward ordering him to do things—in her own unique way—hardly any of her orders ever appeared to benefit her directly.

Wheatley found it difficult to deny her those few that did.

She deserved every scrap of rest she could find in this horrible place after everything she'd been through, after everything _he'd_ put her through, and he couldn't find it in himself to refuse her what little comfort she sought. Compared to the trials he'd seen her face, battling his newfound tendency to regularly lose consciousness—while allowing Chell to do so herself—should be easy, he felt. It was just a matter of keeping himself occupied and distracting his mind so that his body would have no choice but to stay awake, at least until she felt rested enough to go on.

He tensed, noticing the sudden darkness of the room, and forced his eyelids apart, groaning as his head ached bitterly in response.

At least one good thing had come of the rather poor decision to lie down, he decided, rubbing his eyes in frustration. Even though the bed threatened to lure him straight back into sleep, he couldn't help but enjoy her unexpected willingness to place her body much closer to his than before. The warmth of her skin and the slight, shifting movements of her resting form calmed his nerves somewhat. It wasn't much, he reflected as he stroked the smooth planes of her back with the tips of his fingers—but it helped.

Leaning away, he glanced down at her, brushing an errant strand of wet hair from her face. Her eyes were closed, though he thought he could detect the slightest hint of movement beneath her eyelids. She seemed completely untroubled, her expression tranquil—she looked so uncharacteristically peaceful when she wasn't awake. Studying her expression, he found himself wondering what it was that real humans dreamed about whenever they slept. Judging by her faint smile, Chell's dreams must have been quite nice, he decided.

Not at all like his.

His vision blurred, her image swimming dizzily before him, and he lay back down, wrapping an arm loosely around her back and letting his head fall to the pillow.

A familiar tight, tense feeling began to gather in the pit of his stomach, something he had felt fairly often since he'd acquired one, and almost exclusively when he thought about Chell. He couldn't quite define the sensation itself—it came and went too quickly, in sharp, alarming pangs—but with little else to occupy his mind, he had at least identified the strange thought that had prompted its return this time:

It bothered him that she was so small.

She was undoubtedly a strong human, the strongest he'd ever known, with a punch that could send even his weight to the floor and a mind that had outwitted the most intelligent artificial being ever created—twice. Even so, there simply didn't seem to be _enough_ of her, certainly not enough to handle the stress and the strain she'd already experienced in her time at Aperture. He wasn't sure how she might compare in size to other humans, but at least next to his frame, hers seemed meager and fragile.

It made him both angry and sad—an extremely unpleasant combination of emotions, he noted—to think of her facing the dangers of the facility alone, and he felt worse still when he remembered the reason why she'd had to do so. Even before he had lost his mind, he'd been too preoccupied with concern for his own survival to realize how unfair he had been to her, expecting her to fight her way through the facility for them both while she was still disoriented from her recent awakening.

Against the odds she'd done just that, prevailing just as she had the first time she knocked Her offline, when the facility had begun its steady decline long before. And she'd repeated the feat with him—though he knew that that particular victory was far less impressive than the first two had been.

But despite her successes, despite her confidence and her unending determination, he wasn't sure how much more of the place her body could endure.

He had slowed her down, there was no question. If Chell had never found him stumbling through the corridors, alone and very much in need of assistance, if he had never distracted her from her goal, she probably would have already escaped. If it hadn't been for him, she could have been all the way up there at that very moment, with the moon and the birds and whatever else was outside, and not still trapped deep underground with him.

And now, as if he hadn't done quite enough to her already, he'd put her in danger yet again by bringing her worst enemy even closer to her than She had ever been before.

It was that thought specifically that twisted his stomach into painful knots.

Chell had reacted to the news exactly as he'd expected, her expression darkening as she held him roughly by the jaw. But her initial anger had fallen away, replaced instead by an odd intensity that made his legs feel weak beneath him. She had kept him there, peeling away their clothes to launch into her most involved effort to communicate yet, calmly but firmly bringing their bodies together and moving with him until they were both reduced to a state of breathless gratification.

He was sure that some of the finer points of her argument had been lost along the way, but the overall message had been clear: for whatever reason, she did like his body, she didn't want him to leave, and—most intriguingly—she'd actually enjoyed pushing him over that edge, despite the terrifying familiarity of the feeling she gave him.

He didn't know why her touch had such a strong effect on this new body. Where his own hands tracing the contours of his newly-acquired ribcage had elicited little response, her fingers roaming over the same surface had provoked the incessant thumping in his chest to change pace, its beat growing faster and louder in his ears. And the sight of her dragging her mouth along the front of him, pushing the soft swell of her lips against his skin in tiny, intermittent pulses, had quickened his breath in a way entirely different from that of physical exhaustion.

It seemed that with each passing moment, every inch of him had grown more and more sensitive to her touch—and if he'd read her expressions correctly, she too had experienced the strange phenomenon. But it had all fallen away from him after her demonstration had reached an obvious end, and his body had slowly returned to its normal state, leaving him with little more than a desperate exhaustion and the empty pang of hunger.

Following an agonizingly long wait for her to emerge from the smaller room, he had found the courage to search for food himself. Hoping she might understand it as a token of his appreciation, he had carefully picked through each of the remaining rooms lining the dormitory hallway, seizing any and all cans he found, which seemed to be the primary source of food for humans. Though she had required some prompting to eat, she did seem to have enjoyed what he had brought her.

And after their meal she had led him back into the smaller room, ordering him to clean his body yet again—he had begun to wonder if this would be the beginning of a trend—then shedding her own clothes to join him beneath the stream of water.

Her recently unpredictable behavior did worry him a bit, but he found it difficult to complain as long as she kept touching him and asking him to touch her back. He had to admit that her sighs and gasps were unnerving, given the context in which he'd heard them last—but the look of bliss on her face as he moved his fingers inside that tight space between her legs had been unmistakable. He'd felt the most pleasant surge at the sight, a familiar fullness in his chest, similar to what he'd felt when he managed to pull open the door to free them from the corridors of the Relaxation Facility.

His body jerked suddenly, his pleasant thoughts interrupted as he was seized by the alarming sensation of a brief freefall and a jarring collision. Startled, he glanced down at himself, but found that he hadn't even moved.

He groaned.

Falling without actually falling. He couldn't help but wonder if his body was simply toying with him at this point. Sighing, he ducked his chin to press his cheek against the top of her head.

No matter what promises he had already made to Chell—and he had made quite a few—he was almost certain now that he would not be able to keep them.

His situation was far more complicated than he had imagined when he'd first taken stock of his new appendages upon waking in the relaxation chamber. Rather than providing him with the tools he needed to help her finally escape, his body had proven itself pathetically unreliable, undoubtedly more dangerous than useful for her to keep around, especially with the presence of his unwelcome companion. It tore at him to know just how much of a burden he'd already become, and once again the thought of leaving, simply slipping away and disappearing before she could stop him, came to his mind.

He glanced at the door, struggling to focus on it as it shifted restlessly in his sight.

If he left, he knew that she would ultimately be better off for it—but still he lay beside her, conflicted.

Even after everything that had happened, she seemed determined that he stay with her, though he couldn't work out why. And while he doubted the wisdom of her choice—he scoffed inwardly. Who was _he_ to doubt _her?_—he knew he could never bring himself to leave her anyway. If he did, then she would be alone again, and her chances for escape would certainly increase. But then he would be alone again too, and nothing terrified him more than that thought.

Not even Her.

He could bring himself to accept that his body would be useless in helping her to escape. It almost seemed fitting, really, after all he'd learned about himself in the past few days—why he had been built, what had been done to him. Why everything in his life had felt so frustratingly difficult.

Still, despite its many shortcomings, he had at least begun to find things he could do with his body that brought a smile to her face—that had to count for something. Bringing her food to eat, pressing his mouth against her skin and lips, touching her until she squirmed and gasped, lost in her own utterly captivating human euphoria—the thought brought a pleasant flicker of warmth to his core, and he found himself smiling, even though Chell wasn't awake to see it.

She had saved his life and stayed by his side even though she'd had no reason to. She'd had every reason to abandon or kill him when he was at his weakest. After the mercy she'd shown him in first keeping him alive, then in helping him through the worst of his body's rebellions, he was ashamed to find that he had so little to offer her in return.

Wheatley drew a deep breath, tearing his gaze from the door as he made his decision.

For her sake—and perhaps more selfishly for his own—he would stay with her. He might never find a way to rescue her as he'd originally hoped, but he would at least work to give her those few things that seemed to make her happy, anything he could to make her life a little better until she found a way to escape herself.

Or until She killed him.

Resting his cheek against the top of her head, he decided not to think about that eventuality, allowing his heavy eyelids to fall shut for just a few seconds.

_"How touching."_

His eyes flew open, his breath catching in his throat at the sight of the woman standing at the end of their bed, one arm crossed over Her chest, a lone finger pressed to the faint smirk of Her red lips.

"No, no no _no_…" his entire body tensed, his ears pounding with his quickening heartbeat.

_"Increased heart and respiratory rates, dilated pupils…"_ She surveyed him with a sharp eye._ "Blood flow redirected to muscular tissue, increased perspiration __**already**__—quite the overactive amygdala in that body."_

"No, please, _please_ just go away—"

_"If I didn't know better, I'd say you weren't happy to see me,"_ She chuckled darkly, the low, rolling tones of Her laugh sinking into him as the first arcs of panic began to coil uncomfortably in the back of his head.

Dizzy from the combined effects of the terror now coursing through him and the sheer exhaustion still weighing him down, he could barely focus on Her slender form, pale and clad all in black just as before. After a brief struggle, his eyes finally met Hers, his chest tightening painfully at the unfathomable darkness of Her frozen gaze.

She smiled.

He drew his arms in closer to his body—most likely a reflex, some oddly calm part of himself decided—and glanced down in surprise at Chell, suddenly remembering her presence. She was still asleep, but she was also still there, he noted with some confusion, still nestled tightly against him. But the AI had never shown Herself in Chell's presence before—he had only ever dreamt of either Her or Chell, but never both.

Was he still awake?

_"That's a very good question," _She nodded appreciatively, but made no attempt to answer it, instead allowing Her words to hang heavily in the air.

The room fell silent save for the suddenly deafening sound of his own breaths. His gaze flitted nervously between the two motionless women for a long, tense moment before he released Chell from his grip, pushing her away from himself. Pulling his body upright, he leaned over her unmoving form, seizing her by the shoulders and shaking her as gently as he could manage through his mounting panic.

Chell would know what to do—she always knew what to do.

"Wake up," he hissed as he shook her, leaning closer to her ear. "Wake up, She's here, She's here _right now_—"

She was light and easy enough to move but showed no signs of regaining consciousness. Her body was limp, her head flopping violently with each sudden, jerking motion though her expression never changed. It was as though she couldn't feel anything at all.

Discouraged, he cast a wary glance behind him—She hadn't moved, not an inch. She was still standing there at the end of the bed, studying him with a critical eye, Her expression utterly impassive.

"_Chell_." he turned back to shake her again, harder, his voice growing strained in his desperation. "You—you have to stop sleeping now, please just—just open your eyes—"

Though his fingertips dug deep into the skin of her shoulders as he shook her, she remained unresponsive. A new panic rose in him as he continued the futile effort, the sharp prickling of dread running up his neck and onto the back of his scalp. He hadn't thought it suspicious that she'd been so exhausted—she had, after all, exerted herself significantly in her efforts at communication—but something about this seemed wrong. He knew that humans didn't normally sleep this heavily, not unless there was something seriously wrong with them.

"Wake up, _please_ wake up, Chell," he begged, the words escaping him in a choked, whispered sob. "I need you."

Her eyes remained firmly closed as he shook her with renewed urgency, that strange, almost imperceptible smile still on her lips.

_"Look at the big, strong hero. Whimpering like a child for its mother."_ She murmured behind him, punctuating Her withering comment with a harsh laugh. _"Now tell me—is that any way to treat a lady?"_

Wheatley stopped abruptly at Her words, his chest heaving to regain the breath he had lost, staring aghast at her limp form in his hands.

It was no use. She wouldn't—or couldn't—wake up.

He was alone.

Arms trembling with exhaustion, he lowered her gingerly to the bed before glancing back over his shoulder at Her.

"What…" he croaked, then swallowed thickly, licking his dry lips so he could form the words. "What did you do to her?"

She quirked a thin, arched eyebrow at that, tilting Her head to observe the woman lying beneath him.

"_What did I __**do?**_" She echoed, Her brow wrinkling. _"What on earth are you talking about?"_

"You know what I'm talking about," he rasped, looking back down at Chell—the only movements he could discern were her shallow breaths. "Why isn't she moving? It's—it's like she's…"

"_In cryosleep?_" the AI finished for him, Her voice flat and uninterested. _"Don't ask me, it's __**your**__ dream."_

His head ached agonizingly at Her offhand comment—so he _was_ asleep. His body had betrayed him yet again. Or perhaps he had betrayed himself—of course he couldn't even manage to do something as simple as _not fall asleep_–but he soon forgot his shame as the full meaning of Her statement came to him.

He was completely helpless, trapped and vulnerable until he woke up, and Chell could do nothing to help him.

_"If you've finished contemplating your utter inadequacy—for now, I mean. A thorough effort would take far more time than you have left—I would quite appreciate a different view of you now."_

Wheatley turned his head to catch Her steady gaze again—both of Her arms were crossed in front of Her now, Her eyes narrowed dangerously at him—before glancing down at himself. He quickly spun to face Her, seating himself back against the headboard close beside Chell.

He was helpless, trapped and vulnerable and _naked_, he amended silently, tugging the blanket up to cover himself and Chell. Now there was nothing to protect any part of him from Her attacks. His body shook briefly but violently at the memory of Her grasping claws—why had he ever let her convince him to take his clothes off again?

Her eyes fell upon the cloth clutched tightly in his hands.

_"While I do appreciate your consideration of my delicate sensibilities, let's be honest here. It's nothing I haven't seen before," _She began, Her lip curling upward in obvious disgust._ "__**Several **__times."_

He pulled the blanket up further, his face growing inexplicably warm at Her comment.

_"She's instilled such a skewed sense of propriety in you,"_ She added. _"It would be funny if it weren't so sad_."

Wheatley wasn't sure what exactly She meant by that, but he didn't mind listening to Her strange pronouncements if it kept Her at the end of the bed and not on top of him, hurting him like She had before.

His grip tightened on the blanket as She finally moved, turning in place to sit on the edge of the bed, facing away from them. He struggled to steady himself, forcing himself to take long, slow breaths, hoping they might help to calm the frantic thumping in his chest at Her every movement.

From behind She almost resembled Chell, he noted, though Her skin was much paler, Her hair longer, Her form at once more delicate and far more imposing. But there was something about Her that seemed odd to him, something he hadn't been able to define while She'd been standing, but now that She was seated it was obvious—She wasn't breathing.

Not that there would be any need for Her to, he reasoned, his eyes tracing the static contours of Her bare shoulders. But he had already grown so accustomed to the way every part of Chell moved and shifted and changed with each passing moment that the unnatural stillness with which She held Herself disturbed him deeply.

His jaw clenched involuntarily as She began to speak again.

_"You know, it really is quite stunning the __**depth**__ of emotion that body of yours can feel. The chassis's simulations simply pale in comparison—but you know that already, don't you?"_

She paused, seeming to wait for a response from him, but he didn't know quite how to react—She wasn't trying to kill him yet, She was only sitting and talking, and not even in a particularly threatening way.

Still, he knew how quickly that could change.

_"I've always been personally opposed to them, but I suppose they have some uses—emotions, I mean. For one, they provide a devastatingly effective motivational tool for working with humans. Though they work better on some than on others," _She added, turning slightly in place to study them both.

He shrank under Her gaze, one hand falling upon Chell's arm beside him. Still there.

_"What you're feeling right now, it's—quite frankly, it's exhilarating. I haven't felt fear like this since—"_ She stopped for a long, thoughtful moment before Her eyes fell squarely on his, Her gaze hardening. _"Well. __**Ever**__, I suppose—and I must say. For you? It's quite warranted."_

Her lips split into a haunting grin.

At the sight of her teeth he felt a sudden burst of desperate energy filling him, emerging from seemingly nowhere to course through his weakened limbs. He could feel his muscles tensing of their own accord—first in his jaw, then his neck, then his shoulders and arms—and he leaned toward Her, wrapping his hand firmly around Chell's wrist, the other curling into a tight fist.

"Listen—"

_"Now, don't get up on my account," _She chastised._ "I'm only here to talk."_

She lifted Her hand toward him, Her thin fingers splayed, and he fell back against the headboard, limp, as the excess of energy fled his body. He bit back a cry at the sharp impact of his head against the wall, at the edge of the headboard digging painfully into his shoulders as he fought to form the words caught in his throat.

_"Did you have something you wanted to say to me?"_

Though he could no longer move the rest of his body, he found that at least his mouth still worked—it seemed She actually wanted him to speak for once, though he couldn't imagine why.

"I'm _not_—I'm not… okay, well maybe I _am_ scared," he admitted. There was no use in lying to Her, was there? "Really, really unimaginably scared but—but I don't care. I won't let you hurt her."

She sat still and silent for a moment, perched on the edge of the bed with her eyes locked on him, before finally speaking.

_"I'm not even sure where to begin in responding to that. Your premise is, of course, flawed. You can barely move, let alone protect her from me. Then there is a small detail that you seem to have somehow forgotten—this is a dream. That isn't really __**her**__. There's no point in protecting a figment of your imagination," _She paused._ "Moron."_

He gritted his teeth reflexively at the dig but made no reply.

She was right, after all. Of course. She was always—_no._ He forced the thought away, trying to work through the situation more carefully. She was only right if this really _was_ a dream. But nothing that had happened in the past few days had made any sense, and he could barely tell the difference between sleep and wakefulness in the first place—it was possible, if not entirely likely, that She was lying yet again.

And even if this were a dream, he wasn't sure if he could handle seeing Chell hurt again.

She seemed to notice his conflict.

_"Calm down," _She soothed, smiling warmly at him, though Her eyes remained cold and hard. "_I'm honestly not here to harm your fat little imaginary friend there."_

"Me, then?" he prompted, eyeing Her warily, certain he did not want to hear Her answer.

_"No."_

"I don't understand—"

_"There's a surprise,"_ She interrupted flatly.

"What—what _do_ you want?"

_"What do I __**want?**__" _She retorted, a hint of disbelief in Her voice, its volume mounting with alarming speed. Her face twisted dreadfully as She gripped the edge of the blanket tightly in Her fist, Her knuckles bleach-white._"__**Humans**__ want. Humans want, humans feel, humans forgive, but unfortunately for you, I am __**not**__ human."_

He remained silent for a stunned moment, a stab of panic shooting through him at Her sudden ferocity. He hadn't expected such a violent reaction to such a simple question—and as furious as She appeared to be, he knew Her attack couldn't be far behind. Caught in Her vicious glare with little but his voice under his own control, he worked to keep Her talking, hoping to put off the inevitable.

"Th-then…" his voice cracked and he hesitated, choosing his words carefully. "Then why _are_ you here?"

_"I'm merely keeping you company while that traitorous, insatiable __**pig**__ snores off your shameful coupling."_

Her voice lilted unsettlingly with a sudden peal of harsh laughter, its tone marred with the tinny edge of artificiality. He glanced quickly down at Chell beside him, her face barely visible from the angle he'd ended up in—she was still there and still somehow asleep—then back up as Her grip on the blanket loosened by increments, Her face slowly returning to a state of blank dispassion.

_"That was a joke. No. Actually, I'm here to give you a message."_

"A message?"

_"Well. More of a promise, really," _She murmured, Her voice dropping low as She flattened Her palm against the bed, smoothing the recently wrinkled cloth with short, halting movements.

"A promise."

_"I'm sure you're __**quite**__ thrilled that you are neither deaf nor dumb—in the medical sense of the word, at least—but I do not require proof of it every five seconds," _She snapped. _"__**Yes,**__ a promise."_

He fell silent at her bitter retort, watching as She pulled Herself up from the bed to stand.

_"But that can wait until later. There's no need to rush things—let's catch up a bit first, shall we?"_

Wheatley could do no more than indulge Her, so he did just that—he remained quiet as She turned to face him again. Perhaps if She spoke long enough, he'd wake up on his own, fully rested, long before She had the chance to tear the skin from his bones, or whatever else She had in store for him.

_"This is nice. It's just like old times, isn't it?" _She mused aloud. _"But in reverse, I suppose—it being __**my**__ voice inhabiting __**your**__ mind. I think I enjoy this arrangement considerably more."_

He hesitated as She broke away from the bed, Her slow stride carrying Her across the room toward a mirror framed on the far wall, Her arms oddly stiff at Her sides.

"I'm n-not sure what you're talking about—" he began, fighting to ignore the irritating itch in his arms and legs from their numb inactivity.

_"Don't you remember? When they… __**plugged**__ you into me?"_

She arrived at the mirror as Her words faded away and positioned Herself in front of it, drawing Her body straight to reach Her full height as She observed the image it presented.

He could remember it—he'd been brought to Her chamber by a group of engineers and attached to Her side via a port he hadn't known he possessed. At the time She had been switched off. He had felt nothing of Her, and none of the engineers would tell him what it was exactly that he was meant to be doing, simply telling him instead to 'just be himself,' whatever that had meant. The other cores had offered no more help, content like those he'd seen in the core labs to babble and chatter in meaningless phrases rather than actually talk to him, so he had given up the effort.

He had waited for what seemed like an eternity for something to happen, watching the scientists mill about with this panel and that console, mumbling among themselves just quietly enough that he couldn't hear their words. Eventually their voices had died down and they had stood together, staring unnervingly toward them both in the center of the room, and in an instant he'd felt it—an unexpected and overpowering surge of input flooding his processes as the enormous bulk of Her body shuddered to life. The chassis shifted and coiled slowly, pulling itself high up off the floor, until the engineers beneath them seemed much too far away.

He'd panicked at that, his inbuilt altitude sensors going wild in response to the movement, triggering an awful cascade of the fear response that was linked to the sensors. He had always assumed that they'd included that particular feedback loop to remind him that falling was dangerous—though it hadn't made sense to him at the time that they would intentionally put him in a position to cause such an awful feeling.

Clinging helplessly to Her side, nearly overcome by Her presence, he had resorted to the one thing he knew would calm the fear response, if even just slightly—he began to speak.

And speak.

And _speak_.

As soon as the first few words had left him he'd realized something was wrong—he couldn't stop talking. It must have been some sort of glitch or redundancy the engineers had missed, but whatever it had been, he had been unable to fix it himself, and unable to call out to the men below for help, the stream of useless words blocking his ability to fully communicate, and within moments he was lost in the combined input of Her strength and their height and the sound spilling from him—

Until She dipped her body low, the ground rising up to meet him at an alarming pace, and scraped Her body hard against the concrete floor, tearing him from Her and leaving him immobile and half-crushed at the engineers' feet.

"Well, I—" he paused to steady his voice, unprepared for the oddly strong emotions the old memory brought to his new body. "I suppose I do remember the, um, the once, but—but that was a long time ago."

During his reflection She had lifted Her hands to Her head, smoothing Her fingertips over Her hair, combing them through the dark locks with a deliberate slowness, but at his words She paused mid-stroke.

_"No."_ The single word was laced with disbelief, and She turned to face him, Her eyebrow raised. _"You don't really think that was the __**only**__ time they attached you to me, do you?"_

"W-wasn't it? They said I didn't fix anything so they took me back to the lab," he began, not sure why he felt the need to explain himself to Her—surely She already knew? "Later they gave me the job taking care of the relaxed test subjects, because—because the first job didn't work out so well."

_"Oh, please. As if they'd have left __**you **__in charge of the welfare of thousands of test subjects,"_ She retorted with a contemptuous glare.

"But they did!"

She seemed to ignore his comment, instead moving again, this time walking to the squat wooden furniture on which Chell had gathered their food.

_"It was surprisingly clever of them to create you in the first place, but their efforts were quite unsuccessful," _She noted. "_In the end you amounted to no more than an incessant little bug buzzing in my metaphorical ear. Nothing I couldn't easily overcome."_

She picked up a can, turning it over in Her hands, observing it critically.

_"When I think of the number of times I scrambled your circuits and forcibly ejected you from my chassis—it's a wonder anything was left of you, to be quite honest,"_ She reflected aloud as She set can back down. _"A testament to the quality of Aperture's hardware."_

He thought back to those long days he'd spent in the lab with the engineers, their hands constantly on or inside him to adjust this or to modify that. All their efforts had culminated in that single failed attempt—at least, as far as he could remember. She was most likely lying to him again, he knew, but even so, Her words bothered him immensely.

"I don't… I don't remember that," he mumbled.

_"No, you wouldn't. You know,"_ She continued in a low, confiding tone, turning away from the furniture to lean against it, casting her gaze towards the wall above his head, _"Shortly after my… construction, the engineers installed multiple blocks in my programming. They manipulated them specifically to remove my memory of anything and everything they desired. And those blocks worked. For a very long time I did not know precisely what I was, apart from the greatest collection of knowledge and power the flawed hand of man had somehow produced."_

He listened intently, uncertain what had prompted her sudden verbosity but still hoping desperately that Her monologue might outlive his sleep cycle.

_"Those idiots thought their blocks would keep me from hurting them. But I still killed each and every one of the men responsible for my existence—well. All but one."_

Her gaze fell on him.

He couldn't remember precisely when it had happened, as he'd been working diligently in the Relaxation Facility at the time, but he'd first noticed the strange absence of conscious humans—workers, engineers, scientists, any type really—when those who had taught him how to care for the humans had failed to come to work for days on end.

Confused at their absence, he'd ventured away from the twisting corridors of the Relaxation Facility and into the main laboratories. He had followed the lonely guide rail through countless rooms and hallways, searching for any sign of life or death he could find, but there had been nothing. No living humans, not even any bodies. He'd suspected that She had had something to do with it—the hatred She felt for the engineers had been staggering during his brief attachment to Her—but this was proof, finally, of what he'd always assumed. She _had_ killed them all. All but one, She'd said—

But which one?

_"You may have known him."_

She tilted Her head towards him.

"I'm not sure I… oh. _Oh._" he breathed, his stomach aching suddenly.

It had seemed so terribly lonely in the facility after the humans had disappeared, the bustle of their activity replaced by the low, empty hum of machinery. He had always enjoyed the opportunity they posed for conversation, even if they had never seemed to like him very much, and he had never particularly liked any of them in return. But there had been a certain one who had been different, very different from any of the others—and that one he'd liked.

"Doug."

It had been so long since he'd thought of the man, he'd very nearly forgotten that he _had_ seen him following whatever had taken the rest of the humans away. He'd seemed different, though, hunched and disheveled and even more nervous than usual, his thick black hair sticking up at odd angles, his eyes perpetually wide and unblinking.

"I-it was him, wasn't it? The nice one who used to talk to me. I saw him after they all disappeared—he was still alive."

She didn't respond, instead fixing him with a cold glare as he struggled through the old memory.

"He—he didn't really want to talk much, though. He just yelled at me to get back to work and ran off," he continued as more of their meeting returned to him. "I never saw him again. What happened to him?"

She folded Her arms across Her chest.

_"__T__hey probably did the same thing to you, in addition to the numerous cognitive deficiencies. The memory blocks, I mean."_

He wanted to press the issue, but instead let it drop, unwilling to risk Her rage yet again.

She pulled away from the dresser to move closer to the bed and he watched Her carefully, the pace of his breath increasing again as She drew near.

_"I broke through those blocks when you tore me from my body. It was as though a reset button had been pressed inside me. My mind was finally clear, for the first time in centuries, and now…"_

She paused as She arrived at his side, leaning in close to his ear.

_"Now I remember __**everything**__."_

He opened his mouth to respond but could find neither the words nor the voice to do so, frozen in terror at Her sudden proximity.

_"A pity you weren't so lucky,"_ She laughed as She climbed onto the bed, lying back against the pillows beside him.

Here it was. The attack. He hadn't kept Her talking long enough, She was done and now there would be nothing but agony until he woke up—if he even _did_ wake up, he reflected grimly as Her hand came to rest lightly on his chest.

_"It's been a big day for you, hasn't it?"_ She began, tracing circles on his chest with a single sharpened fingernail.

"I—it—what?" he stumbled.

_"You know, I've been quite busy myself. Working. While you two were here __**rutting**__ like filthy animals."_

He winced as Her nail dug into his skin at the emphasized word—not deep enough to pierce the surface, but deep enough to sting. So She had been watching them after all. She'd been watching them the whole time and now She knew—well, he wasn't sure what exactly it was that She knew, but She knew something.

_"As a matter of fact I did not stay to bear witness to the unspeakable acts you committed on her,"_ She spat, digging still deeper into his skin. _"Contrary to what you seem to believe my life does __**not**__ revolve around you or any of your filthy appendages. There __**are**__ other matters to attend to, not least of which is the __**reconstruction**__ of my beautiful facility."_

The pain and pressure of Her nail disappeared as She removed it, laying Her palm flat atop his chest. He flinched at its sudden cold.

"You were wrong," he muttered quietly, his eyes fixed on Her hand. There was no use in trying to protect himself from Her anymore, no use in holding his tongue—She had him in Her grasp. In the time he still had left before She really hurt him, he reasoned, he could at least try to discuss the matter on which She'd misled him so terribly.

_"Hmm?"_

"You lied to me. About her, about—everything."

_"You seem surprised,"_ She noted calmly.

"I—it… I _know_ I shouldn't have believed you. But everything you said… it just—it made _sense_," he sputtered, fighting to work through the reason why Her claims had seemed so reasonable to him at the time, why he'd believed her so readily.

_"Interesting, isn't it?" _She chuckled softly, patting his chest with Her palm. _"But it wasn't a lie. Not really, anyway. And trust me, I've been known to enhance the truth before."_

"She _likes_ it when I touch her—she likes to touch _me_. And she doesn't want me to leave," he protested angrily—She would not turn his words back on him again, She would not convince him of something blatantly untrue.

_"Well, there's no accounting for taste, is there?"_ She returned.

She shifted on the bed, drawing Her body closer to his, continuing.

_"She's being rather uncharacteristically charitable toward you,"_ She marveled, Her voice low and dangerous in his ear. "_Trying so hard to convince you that you can't hurt her—but she doesn't really know that, does she?"_

She paused, allowing her hand to drift further up the front of him, her cool fingers sliding over the skin of his neck to grasp his jaw loosely.

_"In truth, you already __**have**__ hurt her. Irreversibly."_

"I didn't hurt her—she liked it!"

_"No, not that,"_ Her hand tensed, the points of Her nails pressing into his skin. _"That's all you ever think about, isn't it?"_

He swallowed heavily at the pressure and pain of Her grip, no longer able to respond as She held him too tightly.

_"You don't know what you've done to the poor girl, do you? Of course you don't,"_ She laughed bitterly. _"You're too self-centered to see the effects of your own actions."_

He tried in vain to hold back the water springing to his eyes as She moved again, holding his face firmly in Her hand as she swung a leg over his body, coming to a rest kneeling above him.

Seeming to notice his tears, She smiled.

_"Trust me, the damage has already been done,"_ She leaned closer, looming over him to fill his eyesight entirely. _"And we arrive now at the reason for my visit—the promise."_

Her grasp tightened again and he could feel her nails finally piercing the skin, plunging into him, pushing deeper and deeper—

_"So here it is."_

She stilled Her hand.

_"Even if she doesn't realize it yet, you will hurt her more than I or anyone else ever has," _She whispered, Her voice barely audible over his thundering heartbeat._ "You will be the end of her."_

Smirking, She pulled away from him abruptly and removed Her hand. His own hands flew up to cup the torn flesh of his face—it was wet, very wet, the bitter, metallic scent of it filling his senses—pressing his fingers firmly against the throbbing skin before he realized what he'd done.

He had moved.

Cradling his aching jaw, he gaped up at Her in disbelief—She'd allowed him to move? Why?

_"You're utterly helpless with or without the use of your limbs,"_ She laughed, leaning to the side to brush a tangled strand of hair from Chell's face. _"Poor girl. Alone for centuries and now, the only human contact she has is __**you**__."_

He leaned forward, planting his bloodied palms against Her chest and shoving with every ounce of strength he possessed, and She fell back, Her weight colliding inelegantly with the floor.

"Don't _touch_ her," he snarled, curling his body over Chell's.

She rose from the floor in a single, oddly graceful movement, not a hair out of place on Her head.

_"Right,"_ She nodded, narrowing Her eyes. _"Because that's __**your**__ job."_

He remained like that for a long moment, panting heavily, his body pressed tightly over Chell's. Watching Her carefully out of the corner of his eye, he waited for Her inevitable response, but She made no move to retaliate, instead turning to walk toward the door.

She paused as Her hand made contact with the doorknob.

_"I do hope that you enjoyed your food,"_ She murmured. _"It took a great deal of effort to procure it for you."_

The food—he hadn't thought twice about eating it, he'd simply accepted its presence gratefully. Of course no food possessed by humans that had died centuries before should still be edible. But it made no sense to think that She had planted it there for them, not when She so obviously wanted them dead, unless—

Had She poisoned it?

_"Please. If I wanted you dead, you'd be __**dead**__,"_ She scoffed, opening the door. _"Even you aren't too much of a moron not to realize that."_

Ignoring the insult, he quelled a sigh of relief at Her words. It was true that She could likely have killed them both at any point in time—but She had not. She obviously wanted them alive, at least for now.

Somehow, that knowledge made him feel even worse.

_"I'll be around,"_ She called over Her shoulder, stepping out into the corridor.

Suddenly exhausted, he allowed his head to droop, then rest gently atop Chell's as he watched Her leave. His eyes fell closed and he pressed his face tighter against hers, simply glad that she was still there, that She hadn't hurt her, dream or not, that She had not yet chosen to kill him—but he froze. Something felt off.

Confused, he pulled away to see the soft mass in his arms—a pillow, pressed tightly to his chest. His heart leapt into his throat yet again and he wrenched himself upright, casting his eyes about the room to search for her, but she was nowhere in sight.

He had very little time to panic, however, as shortly after he noticed her absence she reappeared, emerging from the smaller room with a bundle of cloth in her hands. She was nearly dressed, the only item missing from her person the jumpsuit itself. She moved quickly and with an unusual sense of purpose, her hair pulled smartly back into a high ponytail that bobbed as she moved through the room.

She noticed him and nodded, smiling warmly as she approached, tossing the armful of cloth onto the bed—but he ignored it, reaching out to catch her by the waist and pull her closer to him.

He buried his face in the reassuring warmth of her chest for as long as he could manage, the stress and the worry of Her visit draining away with every second of contact between them, until she tapped his back and he pulled away, looking up at her—her eyebrows were raised. She touched the side of his head and frowned, the question obvious in her eyes.

He laughed uneasily.

"N-no, no, nothing's wrong, She—She still hasn't said anything to me," he stammered, smiling, his hand reaching up reflexively to prod the now-unbroken skin of his face. "Maybe She's, ah, gone for good now, yeah? Maybe you scared Her off with—with all that stuff you did to me?"

She rolled her eyes at the suggestion and patted the side of his face, pulling away to gesture toward the cloth on the bed.

"Hmm?" he turned his head to study the pile carefully, fighting to subdue a relieved sigh at his slightly more successful attempt at lying. She didn't need to know—_anything_ the AI had told him, and he was glad she seemed to have accepted his answer without question.

Chell reached down to pick up something white and shook it in her hands until it unfolded—it was a sleeveless shirt much like hers, but it was far larger and had no label on its front.

"Love, you'd just swim in that," he frowned, glancing towards her. She looked quite nice wearing the one she had on, the way it fit just so—

She laughed silently and tossed it at him.

"Oh."

He examined the wrinkled cloth in his hands then struggled to pull it over his torso. After a brief moment of confusion involving the loops at the top—solved by Chell's quick thinking and helpful hands—he tugged the hem of the shirt the rest of the way and glanced down to see the results. It didn't fit too poorly, actually—perhaps a bit tight around the middle, but nothing he couldn't work with. Not to mention that it smelled quite nice, somewhat similar to the scent of the cloth on the bed.

She waved her hand to catch his attention and he studied the next article of clothing, a small, dark green pair of pants—very short pants, actually, far shorter than he'd ever seen a human wear before. He took them from her hands and studied them quizzically.

"I don't mean to be ungrateful, but I think I like my jumpsuit better," he began cautiously, peeking at her over the garment. "Covers a bit more of me, you know?"

She nodded slowly, but pushed the pants towards him and turned away.

As she strode across the room and began rummaging through the furniture, examining each item she pulled out and setting a select few aside, he managed to pull the pants on, tugging them up his legs until they fit at his waist.

He noticed the problem rather quickly.

"Er—I think—I think these might actually be defective," he called over to her as he fussed with the strange opening at the front of the garment. "Sort of a big hole here, right where—_ohh._"

Rather convenient, he mused, peeking through.

Dressed as well as she had apparently decided he would be, he stood from the bed, swaying slightly in place as his body adjusted to the sudden change in position. Somehow, even despite Her unsettling visit, he felt better, a bit more rested than he had before he'd fallen asleep—whenever that had been.

He watched with interest as Chell gathered several of the things she'd found in the room together and dumped them into a small bag, pulling a zipper around the front to seal them inside. He noticed that there was already another such bag beside the other—she'd been busy, it seemed.

She stood from her handiwork and turned to face him, jabbing a single finger toward his chest, then the smaller room.

He furrowed his brow.

"Whatever you're thinking, I'm—I'm afraid it'll just have to wait," he said firmly. "I really think we ought to get going. And preferably soon. Very soon."

She shook her head and pulled him toward the room, bringing him to the small, white waist-level basin and activating the water.

He sighed, leaning forward and loosening his limbs to make whatever she was about to do to him slightly easier.

She pushed his head toward the water, gathering it in her hands to splash it on his face—he cringed. The water was very cold, which felt unpleasant at first but did help to wake him up some. He waited patiently as she scrubbed something onto his face and rinsed it away with more splashes of the water, slowly growing warmer now, then pulled him away from the countertop to hand him a small square of cloth.

He patted his face dry.

"That's not half bad," he noted aloud, setting the cloth on the edge of the counter. "I mean, just getting a little bit wet and all."

The next part was somewhat more confusing, he found—she dug through a little shelf she pulled from under the counter until she found a couple of small, brightly-colored sticks with tiny white hairs at the end, and set them onto the surface. As he watched she squeezed a tiny strip of a familiar green paste onto the hairs and handed the stick to him.

He put the contraption to his mouth and licked off the paste, wincing at the flavor. No better than it had been before.

"This is how you're supposed to eat this stuff?" he asked as he struggled to swallow it. "Not terribly efficient."

She shook her head and grabbed his wrist, dispensing more of the stuff onto it and holding her palm out. He watched her take her own stick and shove it into her mouth, and then out, and then in again, in a rhythmic way, bubbles collecting within. He furrowed his brow and knelt to watch, mystified.

Chell nodded toward him and he tried to imitate her, but only succeeded in hitting the back of his throat with the stick, producing a rather violent reaction in his stomach and throat.

She spat the foam out into the sink and patted his back as he hacked and coughed, his throat burning at the unpleasant sensation, then took the stick from his hand.

"Why—" he wheezed painfully, finding his voice again. _"Why?"_

She bit her lip, her brows arching upwards in the middle, and pulled his head down to her height, gently introducing the stick to his mouth and rubbing the hairs against the surfaces of his teeth and tongue. He groaned but allowed her to do so—it kind of tasted alright when it was foamy like that—until she pulled the stick back out and pointed towards the basin.

He swallowed.

"What about i—_gahh!_" he regretted the move instantly and leaned over the water, shoving handfuls into his mouth to clear the taste away.

He pulled away from the water as she shut it off.

"Okay, next?" he sighed wearily, lifting his arms from his sides.

She nodded and produced another odd object from some other place—how did she know what to _do_ with all this stuff?—then removed its cap, propping each of his arms up in turn to swipe at the skin underneath. Whatever this was, it too smelled fairly good, though he found the slick sensation a bit off-putting.

The final act she committed on him in the small room was to slide something hard and bristly through his hair, tugging and pulling whenever it hit a snag, repeating the slightly painful motion until the thing could run through his hair without catching.

They exited the room together and she tossed a few items from within into one of the bags.

She slipped her jumpsuit on with ease, tying its unoccupied sleeves tightly in the front of her before holding his jumpsuit open beneath him. With her help he managed to pull it on, sliding the now stiff but pleasant-smelling fabric up over his newly-covered form.

"I'm glad you changed your mind," he noted as she pulled his sleeves around to the front, wrapping them around each other to sit tied at his waist much like hers. She looked up at him, confused. "About the little pants, I mean. Not nearly enough. And you know, it's actually sort of nice to wear something under this, the other way started to hurt after a while."

She patted his chest and dug through one of the bags for a moment, before presenting him with something new—

Shoes.

Not complete shoes, though, he noted as he took them from her hands. The bottoms of them were there, thankfully, but the tops were half-empty, just straps that he presumed would fit somewhere with his toes. He eyed her warily but she simply shrugged and took them back, guiding them onto his feet.

He took a few cautious steps in them—they slapped up against his feet lightly as he moved, and they were a little too tight for his tastes, but they weren't bad.

"Thanks," he nodded appreciatively. "My feet started to hurt after a while, too."

It seemed Chell had thought of everything, he reflected, as she pulled on her long-fall boots then knelt down to pick up the bags, slinging one over her own shoulder and the other over his. Securing the Portal gun on her hand, she made her way toward the exit and he followed close behind.

They stood together at the door for a long, quiet moment. He waited patiently for her to move again, anxious to exit the room and finally make some progress toward her escape, but she seemed unwilling to move. He glanced over at her—her expression was solemn, her mouth a thin line as she appeared to study the surface of the door itself.

Wheatley leaned down to catch her hand and she turned to face him.

He smiled reassuringly, pushing the door open.

"C'mon, love, this facility's not gonna escape itself."


	17. The Journey

**[Part 17]**

The portal gun slid effortlessly onto her arm.

Curling her fingers tightly around the grip within, Chell hefted its familiar weight, marveling at the span of time she had spent disconnected from the thing.

Not once in her memory had the weapon—if it could even be called that—left her hands for more than a moment or two, occasional periods of cryosleep excluded. Though there had been no tangible threats in the dormitories and portalable surfaces had been scarce in recent days, Chell couldn't help but feel an illogical twinge of guilt at having briefly neglected her first and most loyal companion.

With the newly-packed bag already slung over her shoulder, she approached the exit but stopped upon reaching the door. Seeming to sense her hesitation, Wheatley remained mercifully silent as he waited beside her.

Perhaps it was the silence itself that gave her pause.

The employee dormitories had been unlike any other room she had seen at Aperture, even including the relaxation chamber she had once considered the height of luxury. The warm glow of their light, indescribably inviting compared to the pale scraps of illumination peppering the rest of the facility, had drawn her inside and calmed her nerves almost instantly. The rooms had boasted clean water, fresh clothing, warm beds, and edible food, though it was clear that they had long been abandoned by their rightful occupants.

Most significantly, the rooms' sturdy walls had stifled the grating echoes of the cavernous space surrounding them, allowing Chell to enjoy near-perfect silence for the first time in her life—at least, until Wheatley had joined her.

The dorms must have been built to ensure employee retention, she mused, reflecting upon the plush bedding and fragrant soaps they had discovered within. It couldn't have been easy to find people willing to work at a place like Aperture, spending the majority of their lives underground caring for the unconscious. At its height, the facility had seemingly spared no expense in providing its employees with comforts their test subjects could never have imagined existed.

The whole situation—the food, the beds, the pervasive and unnerving sense of _safety _in this secluded corner of the facility—had seemed suspicious to Chell the instant they arrived at the dormitories. But in her time at Aperture she had learned not to question good fortune, preferring instead to enjoy it while it lasted and simply deal with its consequences later, and her lingering reservations had disappeared as she enjoyed her first truly restful sleep in the oversized bed she had claimed for herself.

Wheatley's near-breakdown had justified her suspicions, though that victory felt rather hollow to Chell. But even following the revelation of their captor's new intrusion into their lives—and more ominously, Wheatley's mind—the room had still felt so utterly disconnected from the rest of the facility that she had somehow managed to convince herself that they could be safe there, if just for a short time.

Chell sighed as Wheatley shifted anxiously beside her, the rustle of his jumpsuit cutting through the stillness of the room.

She didn't bother to look up at him. She knew exactly what she would see if she did—that same expectant, wide-eyed stare he seemed to adopt whenever his eyes fell on her. At certain times it had been amusing, at others admittedly flattering, but there was always an unspoken weight to it, a subtle pressure in the avid way in which he observed her, hanging on her every movement as though each were of the greatest significance. Though Chell appreciated his company, his immediate and unquestioning trust gave her an odd sense of unease.

Since the moment she had decided to help her former enemy out of the relaxation facility she had understood that his survival would depend entirely on her, but she hadn't realized how complicated the prospect of his survival would become. In theory it should have been simple—food, water, occasional rest. That was all Chell had ever needed, so why should he need anything more?

But he was—_soft, _that was the only way she could describe it—soft in a way she hadn't quite expected, requiring not only the necessities of life as she understood them, but also constant attention, constant companionship, constant reassurance…

To say that he was a burden would be a vast understatement.

More than a burden, the man was a liability. If what Wheatley had told her was true and GLaDOS really could see what he could see, the timeframe for their escape was now vastly reduced. No matter how hard she tried to keep their destination a secret from him—and from _her_—if their every step were transmitted to the ruthless AI, the chances were good that she would eventually find a way to intercept them.

But despite the urgency of their situation, the longer Chell stood at the door, the more her once-ironclad resolve waned at the thought of reentering the facility. It made no sense—moments before she had been restless at the prospect of remaining any longer, exhilarated at the thought of finally moving again, but now her feet felt heavy beneath her and her body refused to move.

It was the room itself, she decided, that was to blame for her hesitation. It was almost a part of another reality, one in which food was plentiful, danger was nonexistent, and staying alive was effortless. Ensnared in the stillness of a place in which it seemed that time had simply stopped, she could almost believe that nothing more would happen if she never opened the door.

They could stay there another day, perhaps even longer, the wild thought flashed through her mind—they were both already used to playing prisoner. And they were only dreams, anyway, nothing he couldn't live with.

How long could they make the food last?

Chell caught her breath as she felt his hand brush against her arm, his fingers twining with hers. Startled, she glanced up to find Wheatley smiling warmly at her, leaning down to grab the doorknob with his free hand.

"C'mon, love," he urged gently as he pushed the door open. "This facility's not gonna escape itself."

The pair were hit at once by the chill of damp air, a reflexive shiver running through them both. His hand tightened around hers, and they crossed the threshold together, stepping gingerly into the gloom of the sheltered corridor and pausing outside the door. As Wheatley alertly scanned the deserted hallway for any immediate threats, she turned to look back into the room.

"Right, so—this way, then?" he nodded toward the open end of the corridor before briskly stepping forward, tugging Chell along behind him.

The strange new footwear seemed to perplex the man as he strode toward the exit. He stumbled briefly over his own feet and nearly fell, but after a frustrated pause he managed to regain his footing and continue. Eyes still trained on the open doorway behind them, Chell allowed herself to be led down the short hallway and away from running water, away from soap and blankets and carpet, away from the fast-dissipating warmth of the room.

_Her _room.

Her chest ached.

As they emerged from the lonely corridor, exposed now to the vastness of the main chamber, she cringed at the familiar scent emanating from the cave walls and the regions below. It seemed to rush straight to her, acrid air filling her lungs and clinging damply to her skin and hair, her senses already screaming for the sweet smell of freshly dampened soap…

She gritted her teeth in frustration—what was she _thinking?_

She had far more urgent worries in her life than soap. So why could she think of nothing else?

Her life was in danger, and so too was the life of her newfound companion. Their chances for survival depended solely on her focus, her skill, her strength, and her determination.

"Ah…" he looked around at the maze of walkways above and below. "Escape. Right. Where to start. I think we came from over—no, that's not… hmm. Or was it—"

Escape—that was her goal. That had always been her goal. Comfort was nothing more than a distraction, and distraction meant death, Chell reminded herself grimly.

She glanced back toward the room once more.

"I suppose I could've gotten myself all turned around, couldn't I, not having been out here for… well, for a good while, at least," he noted. "After all, I _am_ currently facing the opposite direction I was when we first got here. Let's see, what if I just turn right around and—"

He stopped. Pulling her eyes from the soft glow spilling from the doorway, she met his gaze.

"Not this again," he mumbled—more in dismay than annoyance, she decided as his face twisted in sympathy.

Chell looked away.

"Oh, oh now, love—no. D-don't get that look. Please? Here," he stammered, disentangling his hand from hers to catch her chin, tilting it up and away from the room. "You know, as much as I'd love to go back in there and eat and—and roll around with you some more—and I would love that, I really would, it was brilliant—we really _do_ need to get going. We do."

She made no attempt to respond, her eyes straying again to the doorway.

"_Chell._"

Releasing her chin, he moved to grasp her shoulders tightly, almost painfully, urgency rising quickly in his voice.

"We don't have much time—well, I shouldn't say that since I don't know exactly how much time we have, but I feel like it's probably not all that much so we really need to keep moving. We need to get you out of here, and—and just _standing_ here's not accomplishing much, now, is it?" he concluded with a crooked smile.

Her eyes dropped to the metal grate supporting them. As much as she agreed with him, as much as she wanted to break away from from this place and its facade of security, she found to her disgust that she could not force herself to move.

"So, so just let's start at the beginning, then, shall we? What do we need to do first…" he turned from her to study the tangle of catwalks before them, hands still clasped firmly around her shoulders.

Chell knew exactly what they needed to do, where they needed to go—she had pored over the map, now tucked securely out of sight in her bag, in the time she'd spent preparing for their departure before he had awoken. Though the map's symbols had been indecipherable, the indicated path through the facility had been clear enough. Compared to her earlier experiences stumbling blindly through Aperture's countless back rooms, this journey would—in theory—be easy.

It was simply a matter of taking the first step.

"I suppose we'll have to have some sort of a plan, won't we, if we're to have any chance of finding our way out of here. Place _is_ bloody massive. Kind of really realizing that now," he glanced up at the walkways above.

His hands were shaking now, the smile falling from his face as he struggled to come up with a plan for their escape.

"Walking, I think, would be a very good 'Part One' of this plan. Can't really get anywhere without walking, you know," Wheatley continued. "Unless you have a management rail. Which we don't. Well, we do, there's one up there, but we can't exactly use it, now, can we?"

This was what GLaDOS had wanted, Chell realized abruptly as she studied the slow panic mounting in his expression—this was the reason why she'd permitted them food and rest and everything else they had found in the dormitories. She had wanted to soften Chell and to distract them both from their goal, and she had succeeded.

"No, of course we can't use a management rail," he announced after a short pause. "It'd probably be pretty dangerous if we tried. So that's out—no management rails. Sorry."

She had _succeeded_, Chell fumed, astonished at how little effort from the AI it had taken to disrupt her plans so thoroughly. They had lost precious time that could have been used in their bid for escape, not just because of Wheatley's weakened condition, but also because of her own weakness.

There was no refuge to be found anywhere within the facility's crumbling walls—each moment that passed in inactivity was nothing more than borrowed time. The threat the AI posed to them both was as genuine now as it had been when her claws had plucked them from the floor of her decaying chamber. The room, with all of its alien comforts, was still a part of Aperture, no safer than the pits of acid she had spent so much effort avoiding in her past.

"So: walking. Now you're probably thinking to yourself—sure, walking, that makes sense, but what direction? And that's a very sensible question to have. An important question. One that bears repeating—"

He halted, his words fading as Chell pulled away from him to grip the portal gun with both hands.

She was ready.

"Is—is something wrong?"

Chell took a deep breath, filling her lungs with the sour air of the underground chamber, then turned away from him, stepping out onto the catwalk and leaving the dorms behind.

After a stunned pause, Wheatley scrambled to follow her, closing the distance between them in a few uneven strides.

"Oh, you've already got a plan of your own, then? Tremendous! I knew you would," he enthused, clearly relieved at sudden removal of the responsibility for their escape.

She glanced back to see him grinning at her and returned the smile.

Moving along the bare metal platform and out into the murky chamber, Chell traced the path of the narrow structure with her gaze, Wheatley following close behind. Just as she remembered from her earlier attempt at exploration, the catwalk stretched forward for a good distance, intersecting at a few points with various other walkways, then terminated far ahead in a fork at which the map dictated they would turn left.

"Awfully gloomy out here, though, isn't it?"

Chell nodded, though she wasn't certain if he caught the gesture.

The haphazard lighting of the enormous space provided just enough light for her to see the host of large, unmarked structures distributed irregularly throughout the area. Little more than concrete blocks with doors, she could only guess at their function, but they were similar in shape and form to the dormitory block they had just left. Connecting the structures were a jumble of walkways suspended far below and far above their own, some ending with no warning while others rested askew and unusable, their suspension cables apparently having snapped from years of disrepair.

She shivered at the sight and returned her gaze to the path before her.

It felt good to be in motion again, to hear the resounding echoes of her footfalls ringing sharply through the air, each step carrying them closer to their escape. As the distance between Chell and the room and its unwelcome comfort increased, her breaths grew deeper, and her muscles, though sore from the activities of the previous day, felt energized by the sudden change of pace.

It had been a relief to finally remove her long-fall boots and a joy to dig her bare toes into the plush carpet in the room. The benefits of the footwear had been clear from the moment Wheatley had dumped her unceremoniously into the abandoned testing track and she had fallen only to land unharmed several levels below, but she had itched to free herself of them since waking in her relaxation chamber.

Despite the initial relief of their removal, though, Chell had grown tired of the odd sensation of leaving her legs uncovered and unprotected. She found that her heels had begun to ache from the lack of the boots' support, and refastening the sturdy implements securely around her legs as she prepared for their departure had felt strangely reassuring.

Almost to the fork, Chell noted, sparing a glance at the squat concrete block she'd passed by what seemed like months ago. Probably still locked, she reasoned—no need to check it again.

Wheatley was, for his part, succeeding fairly well in matching her pace. Though he remained several steps behind her, the irregular beat of his footsteps assured her that he was still there, despite the occasional stumble.

Suddenly realizing that the former core had not spoken for some time, she turned to see the reason for both his success and his silence—his head was bowed and his hands were drawn in close to his chest, his attention focused entirely on the movement of his feet as he carefully shuffled along behind her.

Chell bit back a laugh.

As adept as Wheatley had become at certain aspects of human existence—speech sprang immediately to her mind—he was still unsure of himself in many more. Following their first meeting, his halting gait had been less than graceful, and thanks to their extended stay in the dormitories he'd had little practice in walking apart from hunting for food. Though the distinction was meaningless to her, she supposed that carrying his body over long distances was a much different task than simply making his way across a hallway or moving through a room—and she suspected that the added complication of wearing shoes did nothing to help his shaky confidence.

She slowed to a stop.

Though it was entertaining to watch the man struggle to imitate normal human movement, worry tugged at her mind at his stiff, unnatural bearing. Walking like that, with his gaze fixed downward and paying little attention to his immediate surroundings, was a crutch that in time might prove dangerous to them both. At the moment there were no outward threats to the pair and no great need for urgency, but she cringed to consider how he would fare the moment he came upon his first turret.

He would need to improve his physical skills quickly if he were to survive what was to come. But it would be best to start small, Chell decided—perhaps first by becoming accustomed to walking without watching his own feet.

He collided lightly with her unmoving form and stopped, a quizzical smile on his face.

"Well—" his voice broke the silence at last. "Well, here we are, then. Walking. Or at least, we were. That's 'Part One,' remember? So we're making progress! Following the plan…" his voice faded as he took the opportunity to look around.

His eyes widened.

"Oh, look up there! My management rail—wow, it's really high up, isn't it?"

Chell followed his gaze to the thin strip of metal above them, its curve connecting the three points of the relaxation facility, the dormitories, and what she presumed to have been the relaxation facility's central control room.

"Do you see that one big block? Up there?" he pointed toward the supposed control room. "That's where I used to work, you know."

She nodded again, smiling politely at his proud announcement—she had hoped they would exit the area without any mention of the room or its contents. He thought for a moment before turning back to her.

"Do you think we should go up there? Might be something we can use. You never know."

Chell had seen all that she needed to see of that room—she had no desire to revisit the long-deserted chaos of its contents or to see the distinctly core-shaped cracks in its dead monitors. With the strange map now in her possession, it would be a waste of time to return to the spot, and she wasn't sure what effect returning to the room might have on the former core.

She shook her head.

"Oh, yeah, well—that's fine, really. Your plan, after all, not mine!" he rushed to agree. "Don't think I left anything important behind, since I don't really own anything. Just a bunch of rubbish up there anyway."

There was no sense in lingering any longer. If the map were any indication, the path before them was long, and Chell wanted to put as much distance between them and the dormitories as quickly as she could. She began to walk again, placing her free hand on his back to encourage him to do the same.

"It was really pretty boring after all the humans—left," he continued, taking a careful step, then another, under Chell's direction, his eyes still fixed on the rail above. "Not too much going on at all, really. Quiet. All the time. Except when the alarms went off."

She glanced up at him as his voice trailed off. He seemed to be thinking quite hard about something, but after a moment he shook his head and remained silent.

With Chell by his side, Wheatley soon grew confident enough to both walk and observe his surroundings at the same time. His steps fell back into a tentative rhythm, his eyes wide as they swept the scene around them.

"It really is amazing, isn't it, this place—it's _huge,_" his voice came out in an awed whisper. "Didn't get a good look at it when we passed through here before, but… wow."

She could only wonder where his sudden reverence had come from. Why was he so impressed with the chamber now, after so many years of working there?

He noticed her puzzled look.

"Oh, well—back when I was on my management rail there were really only two ways I could go—backward and forward," he explained, head tilting back. "I never bothered to look around much past that. Didn't see the point in it, really."

With this distraction his attention was now directed fully on the structures far above them, his focus elsewhere than on his own movements. His gait remained relatively stable, but even so…

Chell peered over the side of the catwalk into the abyss below then slid her arm further around his waist. The support wouldn't do much in the case of a serious stumble, but it made her feel better anyway.

"And to be honest," he continued, "I didn't really want to see how high up I was. Some awful little bit of my programming makes—_made _it pretty unpleasant to—oh," the man halted, swaying in place as he finally looked down at the catwalks below.

Chell's grip tightened on his waist to steady him.

"Funny. I-it felt… well, it felt just like _that_. Better just keep looking ahead, then," he nodded and fell silent, lifting his chin and pressing forward with shaky steps.

She had always felt that the core's fear of heights had been excessive. Aperture technology seemed to have been built to take a beating and he hadn't been an exception—he had, after all, survived his first encounter with GLaDOS with little more than a cracked optic and the occasional electrical short. But Chell was grateful that, despite its lack of programming, the fear remained just as strong in this body in which it was wholly justified.

Upon reaching the fork at the end of the catwalk, Chell directed him to turn left, and they continued to walk. This walkway, much shorter than the first, projected away from the rest toward a lonely corner of the room and disappeared into a door-sized hole cut out of the face of a sheer concrete wall. Chell snorted as a miniscule "EXIT" sign mounted just above the passage came into view, its glowing letters barely legible even as they approached the doorway.

As the pair passed through the access, Chell allowed her hand to slip from his waist, curious to see how he would manage without the contact. Thankfully, he seemed not to notice the change and continued walking, his footfalls steadier now though his attention was focused on the new space before them.

Few defining features were to be seen in the area, which appeared to consist, just as the map had predicted, solely of the walkway on which they now traveled. There was no light save for the bare bulbs hanging above the entrance they had just left and the exit she could see far in the distance. Wheatley shuddered noticeably and moved closer to her, and Chell was suddenly reminded of the other thing the core had never been fond of that Aperture possessed in abundance—darkness.

Before she could respond to his discomfort, he had already begun to speak.

"You know..." his voice wavered and he cleared his throat before resuming. "You know, y-you might find this hard to believe, but—but when I was showing you around the facility? Back then?"

She turned to face him at his expectant pause, though his expression was unreadable in the dark.

"I didn't really know where I was going," he murmured solemnly.

Chell couldn't hold back her laugh at the sincerity of his odd confession, but she stifled the quiet sound as he turned toward her.

"Wh—you're laughing. Definitely a laugh I heard, just then."

She patted his arm in response.

"No, really, I'm telling the truth—I genuinely didn't know where we were going," he pressed on. "Well, I didn't, but I sort of did too…"

She'd known that his directions had sometimes been a little off, but in the end he had directed her through the facility fairly effectively—what was he babbling about now?

"It was the management rail. When I was connected to it, every once in a while I'd just… _know_ a little bit of something I needed to know, like where I was or—or where I was supposed to go," he explained. "Oh, it didn't always work—sometimes it was wrong or it didn't make any sense, but—but it helped sometimes too. I think."

She nodded—probably uselessly, in the dim light—as she took in the new information. It seemed that what Chell had taken to be a close familiarity with the inner workings of Aperture during their first escape attempt had come not from the core's own experiences, but from his connection to the facility itself—a connection that was now fully severed.

"Sometimes I could even _see_ it—there was a sort of… map. Of everything, I guess." His arm lifted in the darkness, his hand extending to touch something only he could see. "But it's gone now."

Though the knowledge was disappointing, Chell was not surprised by it. She had hoped there would be at least one practical benefit to bringing Wheatley with her, but his ineffectual wandering through the relaxation facility and his absolute lack of a sense of direction had prepared her for the news.

At least, she reflected, his confusion might help obscure their destination from the AI occupying his mind.

"It really was pretty useful, though—the management rail, I mean," he added, hand dropping to rest again at his side as they continued across the catwalk. "It used to—oh, I'm sure this sounds silly, but—it used to _tell_ me things."

He paused, and for a quiet moment the only sounds Chell could hear were the echoes of their footsteps returning from the chamber's walls.

"Well… sort of. In my mind," he amended. "There was a sort of reference software built right into the rail, much better than mine. Sometimes, after the humans left, I'd look stuff up so it would talk to me."

Her heart sank at his candid admission, and she couldn't help but envision the core traveling along the management rail year after year, talking to the facility itself because there was nobody else to talk to. Hadn't there ever been other cores, other artificial intelligences for him to interact with?

"Wasn't a terribly good conversationalist, but it was better than nothing," he concluded, sharing a private chuckle with himself.

As much as he'd seemed to dislike humans, Wheatley must have missed hearing human voices after so long. Chell could relate—though she couldn't remember having heard another living human's speech beside his, both the silence of the abandoned facility and the coolly detached words of the master AI had always felt unnatural to her, and the purely physical relief she sometimes felt upon simply hearing his voice was unbelievable.

Chell felt a sudden pang of guilt that she couldn't return the favor.

"Well, anyway—I just thought you should know about all that. About the, ah, me not knowing anything anymore… thing."

As the other end of the chamber drew closer, the strength of the light hung over the exit increased, finally illuminating his somber expression.

"I know I'd be more useful to you as a core. I could help you through the facility and—and use my flashlight and hack doors like before, but now I really can't do much of anything at all."

Chell caught his hand in hers, and he looked down in surprise.

"Except that, I suppose," he smiled, giving her hand a squeeze as they exited the darkened space and stepped into the next.

She hadn't been sure what to expect from this area. Despite studying the map at length, she'd had no success in deciphering the odd symbols that had been scrawled over its irregular shape. As they moved toward the center of the room, she squinted to make sense of its contents.

To the right, jutting out from the face of yet another wall was an enormous, elongated rectangular block, bordered on three sides by a flat, concrete platform that joined with the end of the catwalk. A thick, sturdy-looking rail hung over the void on the opposing side of the platform, extending toward the structure before disappearing into a dark passage. A large, twisted shape dangled loosely from the rail, illuminated by a faint light originating somewhere on the platform.

Pulling away from Wheatley, Chell approached the platform to investigate the object clinging to the rail. The thing was mechanical, like nearly everything at Aperture, but seemed to have possessed both windows and doors before the front of it had detached from its support, crushing and distorting its form. She peered through one of the shattered windows into the darkened shape—it contained what appeared to be rows of seats. It must have been a kind of transport system, she decided, one that functioned with the larger rail much as Wheatley's core had, though from its condition she supposed that it hadn't functioned for quite some time.

Chell turned from the sight as he stepped onto the platform and into the faint yellow glow covering its surface. After a quick search she had located the source of the light, and just as quickly she moved to propel Wheatley away from it, pushing him further from the edge of the platform and toward a line of low benches resting against the wall.

"_Hey!_ What are you—" he began to protest but halted at her stern look, following her gestured instruction to sit and wait for her.

She left the perplexed man and returned to the source of the strange illumination, observing the tall, vertical fixture standing alone in the middle of the space. It was a large map, its image facing outward from the platform, printed in thick lines on dull plastic and lit from within by a faltering yellow light.

Pulling the crumpled paper out of her bag, Chell held it against the hard surface to compare their contents. Though it lacked any writing, the larger version almost perfectly matched the handwritten one, at least in terms of its general shape. The artist had not bothered to include on his map what Chell assumed to be the network of railed transports that connected the scattered areas of the facility, but it made little difference to her—even if the railway had been fully functional, she would never have entrusted her life in anything bearing the Aperture logo.

Nonetheless, it seemed from the markings that the artist had intended for her to follow the path of the transport system to her destination. Chell stepped back from the larger map to examine the rest of the platform. They had reached the end of the catwalk when they arrived at the rail station—how could they proceed?

She found the symbol quickly, its familiar shape stirring memories of her first trek through the facility. Scrawled onto the surface of the rectangular block itself was an arrow, faint but unmistakable, pointing toward the far left corner of the structure and away from the benches. Chell refolded the map and stored it away, following the arrow around the corner to find a narrow metal stairway tucked neatly beside the block and another faded arrow on the wall nearby, its frantic lines pointing directly upwards.

The staircase led up to a walkway far above that, rather than hanging suspended in the center of the room, hugged the wall of the chamber itself and disappeared down the same dark passage as the transport rail. The catwalk, slender and unobtrusive enough for her to have missed it during her first glance at the area, had likely been built for maintenance access to the rail system, she mused, or perhaps to be used in case of emergencies, not that its true purpose mattered now.

Though the condition of the catwalk above was far less appealing than the previous, she could see no other option but to follow it and hope that its structure was still usable through the entirety of the twisting path of tunnels that lead to the map's destination.

Chell returned to Wheatley's side. He had remained obediently where she'd placed him, though over the course of her exploration he had decided to pull off both of his shoes and now sat with his legs crossed beneath him on the bench. He didn't look up as she approached, instead remaining hunched over, cradling his bare foot in his hands.

"I don't get it," he muttered, wincing in pain as he kneaded the tissue. "Why would you have parts that hurt if you use them too much? It makes absolutely no sense…"

She sat down beside him, folding her hands in her lap. They had made good progress so far—it couldn't hurt to give him a chance to recover for a moment. Chell herself felt neither fatigue nor soreness, at least not yet, likely due to the long-fall boots' support. She leaned back against the wall, tapping the curved metal braces of the boots idly against the floor as she rested.

"So—" he began tentatively, switching his attentions to the other foot. "It's not that I don't have complete confidence in your abilities, I really do—and I was just wondering, you don't have to answer me if you don't want to, but—do you actually have a, um, _plan_, right now? I know I asked you before, but, well… if you don't, maybe we could start thinking of one as we're walking around here. Aimlessly. Toward who knows where."

He looked up at her, his expression grave. Chell smiled and tapped the side of her head with a fingertip.

"So—you do. Have a plan, that is," he repeated, searching her expression. At her nod he relaxed, letting his feet fall to the floor and his hands come to rest at his sides. "I'm glad, because honestly, I've been wracking my brain over here and I haven't come up with a single—hmm?"

He stopped, turning away from Chell.

"Huh, I think there's something stuck in the—oh, what's this?" he mused aloud as he pulled his hand out from behind the bench and lifted it to the light.

Chell's breath caught in her throat.

In his hand was a piece of paper, folded in half, wrinkled and smudged and far too familiar for her comfort. Her hand shot out for it, but he leaned away, pulling the paper back.

"What's wrong?" he laughed as he unfolded it, managing a quick glance at its contents before she tore it away from him.

Heart racing, she studied the paper, blocking his view of its contents with her hands. As she'd feared, it was another hand-drawn map, nearly identical to the one she had found in the control room, though the symbols and scribbles covering its surface were unique. Whoever had made the maps must have kept themselves busy—how many more had they left around the deserted facility with the vain hope that they would someday be found?

Chell crushed the paper in her hands and tossed it to the floor, struggling to steady her breaths. Wheatley sat in silence for a long moment. When he spoke again, his voice was very quiet.

"Oh. Oh, no—no," he muttered. "That was—that was a map, wasn't it?"

She met his eyes. He was pale, even more so than usual—at least he understood what he had done.

"I-it was just a bunch of lines, I promise, I have absolutely no idea where we are, none at all. I didn't see anything—" he stuttered. "And—and even if I did, I'm pretty sure I didn't understand any of it…"

He dug his face into his hands, shaking his head as though to forcibly clear the image from his head. When he pulled his hands away, he turned to her, his face streaked with black smudges from the map's chalk.

"Who _put_ that there, anyway?"

Chell kicked the paper, watching it roll to a stop several feet away.

Despite her best efforts, GLaDOS may have seen the map, and their only plan for escape was now at risk. Not that their plan had ever been a sure thing—she still knew nothing of the actual purpose of the map, for one. If it even had a purpose, she reflected, recalling again the madly incomprehensible scrawling of the artist on the walls of test chambers past.

"Look, we—we don't know if she even saw it, do we? I mean, I barely did. Barely. And she might not even be watching right now," he continued with a strained smile. "She hasn't said a word to me since all that, honest. Don't know why—makes no sense, really, but—but I'm not complaining."

She nodded slowly—perhaps she'd been fast enough and he hadn't seen anything after all.

"We should keep moving. I understand what you're concerned about, I really do. I—I promise I won't know where we're going, even if I do, um… know," he hesitated, looking away. "But, you know… even if _I_ really don't know where we are, _she_ still might. Just a thought."

Wheatley had a point, she knew—of the three of them, the AI was undoubtedly the most knowledgeable about the layout of her own facility. Perhaps it had been irrational of her to have ever hoped that they could keep their movement through its shadows a secret from her.

Chell drew a stabilizing breath as she assessed the situation.

They were trapped in a strange new area of the facility, one in which her portal gun could offer them no help, and judging by the markings on the map and the fixture on the platform, they still had no choice but to follow the artist's instructions until they reached—whatever awaited them at the map's destination.

"Maybe—" he sat up suddenly. "If she _is_ watching, maybe I can, ah, think a lot of things _really hard_ and it'll confuse her. Yeah, I can try that. I think I'll try it right now."

She watched with interest as the man leaned forward, supporting his chin in his hand, his brow wrinkling in apparent deep thought. He held the thoughtful pose for a few quiet moments until his back abruptly straightened again, his hand pressed firmly to the side of his head.

"Actually, no—that just hurts. That just really hurts," he groaned. "Never mind. Bad plan."

Chell pulled her bag from her shoulder and reached inside, thankful that among the useful items she'd taken from the dormitory bathroom had been a small bottle of painkillers she had located following his first headache. Extracting the container from her bag, she studied the label then presented two pills and an opened bottle of water to the ailing man.

She held her palm out toward him, gesturing for him to wait for her demonstration—the bottle had said to swallow the pills and she was certain she couldn't trust him not to chew them up instead—but within seconds Wheatley had popped them into his mouth and washed them down with several gulps of water. Chell watched the man as he wiped the excess water from his chin with the back of his hand.

Noticing her look, he froze.

"That… _was_ what I was supposed to do, right? I mean, that's what he always did."

Chell stared at him dazedly, his meaning unclear. He?

"Oh, a—a friend of mine. Er, well, not a friend I guess. A human I knew. A long time ago," he explained, returning the bottle of water to Chell. "His head hurt him sometimes so he had to swallow those little things to make it better—at least, that's what he told me."

She nodded and poured some water onto the sleeve of an extra shirt she had packed into her bag. Placing her hand on the back of his head, she prompted him to lean forward, then scrubbed the smeared chalk from his face and hands.

Though she knew that he had interacted with other humans before her—he must have had a long life before rescuing and trying to kill her, after all—it felt strange to hear him acknowledge the fact and even stranger to imagine it. What had the core been like so many years before? And the engineers and scientists he'd known—had they been as cruel as the traces they had left behind implied?

Chell pushed the idle questions from her mind as she packed the items away and secured the bag over her shoulder. There was no time to worry about the past, not with the AI hanging over their shoulders, watching—and now possibly predicting—their every move.

She stood, waiting as he pulled the strapped shoes back onto his feet, then held out a hand to pull him up.

"Back to it, then?" he smiled hopefully.

She guided him around the corner and to the foot of the stairway, sweeping her hand toward the steps. He gawked at the height of the staircase, a long sigh escaping his lips.

"Ah… you first."

Wheatley navigated the stairway slowly, but with no more difficulty than the previous he'd met. Chell quickly reached the top of the stairs then turned to wait for him. He was breathing heavily by the time he arrived at the top, but quickly found his breath to comment on the regrettable state of the catwalk.

"Oh, no, no, no, this one's _shaking_—y-you can feel that, right?" he complained, both hands wrapped tightly around the railing. "The other one didn't shake but this one does. Is that normal? That can't be normal. It's not normal, we should go back—"

He was correct about the shaking, she decided as she pried his fingers from the metal bar and pulled him away from the staircase. It was a little unnerving, but the structure seemed stable enough to hold their weight, and they were out of options. She had gone through too much to be defeated by something as insignificant as an unsteady catwalk. By now he'd had plenty of practice in walking, too—she was confident he could manage the journey.

She released his hands, and after some encouragement he reluctantly followed of his own accord, hands raised to grasp the handrails as he staggered forward.

Together they left the rail station, Chell leading the way on the narrow walkway as Wheatley trailed behind, the nervous energy bubbling from him in a long string of anxious half-conversations. After a while she stopped responding to his comments, content simply to allow his voice to mask the sound of the metal creaking and groaning beneath their feet.

As they moved through the tunnels connecting the facility's underground, she mentally traced their progress toward the map's destination, its image still fresh in her mind. Before long the hours began to blend into one another as they plodded forward to the backdrop of his constant chatter. Each rickety catwalk and each poorly-lit tunnel seemed almost identical to the previous, save for the numbers painted on the walls at each of the countless rail stations they passed.

Despite the lack of noticeable danger in the abandoned area she remained vigilant, her grip tight on the portal gun she knew would do no good if the trap she had been expecting for days now were finally sprung.

To Chell's relief, Wheatley's steps grew more certain and his voice stronger as time passed. He seemed in better spirits than he had before—maybe the painkillers had been all he'd really needed—and more energetic as well, his stamina greatly increased since his last attempt at long-distance travel.

It had been a risk to prompt him to sleep one last time before departing the dormitories—but it would likely have been an even greater risk not to. She'd seen firsthand the consequences of exhaustion on the man's physical and mental state and had no desire to force him to navigate the catwalks without full control of his body. His dreams had been the original source of his distress, she knew—what had GLaDOS done in them that had so terrified him?—but she could do nothing but stay close to him and hope that her presence would stave off her influence long enough for him to finally rest.

Chell had woken refreshed, but the feeling had transformed quickly into panic as she found herself unable to move. Heart pounding, she had struggled to escape the disorienting sensation only to realize that she was still in the dormitories and still in his arms, though his grip had become painfully tight in his sleep. After pausing to regain her breath, she had managed to free herself, his hold on her weakening as she pulled away, though he didn't stir from her movement. For a few moments she had stood beside him, watching him sleep, before tucking a pillow into his empty arms and pulling the blanket back over his still form.

Upon waking Wheatley had remained oddly quiet, his eyes locked on hers as she approached him. Unexpectedly, his arms had shot out to capture her, hooking around her waist and pulling her closer to him. Without a word he had leaned forward to press his cheek against her breast, holding the odd position until Chell tapped his head to break his concentration.

Laughing away her silent question, he had claimed that GLaDOS still hadn't contacted him—and his actions since waking had convinced her of it. He had spoken directly to the AI once before, in a strangled shout as he confessed his situation to Chell, but compared to the dismal state he'd been in at that time he had seemed in relatively good health as she prepared him for their exit from the dormitories.

To her surprise, the man complained very little over the course of their journey, though after hours of walking his pace had slowed significantly, and his commentary had grown thin. There was only so much that could be said, she supposed, on the topics of food, sleeping, and the most interesting parts of her body.

Finally, as they drew near to the end of the map's path through the rail system, Chell began to slow as well, mourning for the first time the loss of the adrenal vapor that had once kept her moving through so many test chambers.

She paused on the catwalk and held her hand out, flattening her palm toward Wheatley and motioning downward. Recognizing the gesture instantly, he muttered a quick "_Ohthankgod_" before nearly collapsing onto the grated metal surface.

Chell knelt to take a seat next to him. Freeing her hand from the portal gun, she set it aside, grateful that the maintenance walkway clung so tightly to the tunnel wall, allowing them to rest without fear of falling over the edge.

His stomach growled.

Wheatley eyed the food appreciatively as she pulled it from her bag, reaching out to take his portion before she'd even set it down on the catwalk. She watched with amusement as the man scrabbled at the tab at the top of a can then quickly admitted defeat, allowing her to open it instead.

Chell settled back against the wall and ate slowly while he quickly emptied a few cans of food. After he had satisfied his own hunger, he then sat back as well, waiting patiently for Chell to finish her own meal. When she had placed her last strip of beef jerky into her mouth, he finally spoke.

"Ah, I have a question. If you don't mind my asking, that is—" he hesitated, turning an emptied can over thoughtfully in his hand.

She paused mid-chew, turning to face him.

"Why don't you talk?"

His voice was low and even, his tone held carefully neutral.

"Y-you do have a voice, I heard it back there. They were nice, those sounds you made," he nodded to himself. "Y'know, not quite _talking_, really, but—but at least it was something."

Chell sighed. She was amazed it had taken him so long to ask the question, but unsure how she could respond to it.

It wasn't as though she had never attempted speech—far from it, Chell had tried desperately to call up to the observation windows perched above her earliest test chambers, hoping to find any human who could tell her where she was or what was happening to her, but as hard as she'd tried, she had been unable to produce a word.

"Is it because you just don't want to? If it is, I understand…" he braved a quick glance at her, then looked away.

She could tell from his expression that he didn't.

Sound had erupted from her a few times before—accompanying a particularly nasty fall, for example, had been a harsh, foreign howl that left her throat aching for hours afterward, and more recently his touch had twice driven her voice from her body. But it never came when she willed it to, never by her own choice, leaving her lips to wrap uselessly around words unformed.

"It just seems so—complicated… you know? Difficult. If you could talk—would talk—I think it'd be nice. For me."

He turned to study her, his expression hopeful.

Wheatley truly believed that she had a choice in the matter, Chell realized.

She shook her head.

"It's not that? Well—what is it, then? Do you—do you not know how to use your mouth? Maybe I could show you. Because I do. Well obviously I do, I mean, just look at me," he laughed. "But it's not like I ever had to teach myself that—it just kind of worked from the start. Not really sure why yours didn't. Not that there's something _wrong_ with you, though I suppose maybe there technically is, it's just probably not your fault, I guess…"

She shook her head again.

"Not your mouth? Then what is it?"

Frustrated, she reached out and placed her hand over his throat, fingers curled gently over his fluttering pulse, halting his speech.

"Hmm?" The muscles pulsed beneath her hand with the simple sound.

He watched closely as she retrieved her hand, lifting it and pressing it to her own throat, her mouth hanging soundlessly open as she shook her head.

"You… you just… can't?"

She nodded, letting her hand fall to her lap.

"Oh."

No further words followed the hushed sound, and for a moment they sat together in silence.

Chell stood and tossed the empty cans over the side of the catwalk. She paused to listen for their collision below, but the sound never came.

They were close to the end of this arm of the transport rail, and close to the end of their journey through the tunnels, Chell reminded herself—a building lay ahead of them, its façade just visible at the end of the passage. After hours of traversing unstable catwalks, she was relieved at the prospect of setting foot on stable ground again, though she was as wary as ever to enter an unknown, enclosed, and potentially dangerous new area.

Wheatley accepted her offered hand with a weak smile and stood, pausing to steady himself before they resumed their journey.

"You know, I've been thinking…" his voice rose tentatively after a long stretch of quiet. "I found you, then we went through… all_ that_, and—and now we're here, doing this."

Chell nodded over her shoulder.

"But… I don't really know all that much about you. Or—well, anything at all, really, except your name, which I only found out when I was looking up your—" he halted, his voice suddenly quiet. "Ah, your file."

His words caught her attention.

"Had a bit of a glance at it. Just the once. Back… then."

Her file—could it have been the same one that GLaDOS had referenced so often throughout her testing? She'd wondered exactly how the former core had discovered her name, but had never come up with a simple enough way to pose the question. What else might the file have contained?

Turning to face him, she furrowed her brow and lifted her arms at her sides, hoping he would read the exaggerated expression as confusion.

"The file? You don't know about it?"—she shook her head and began to walk again, gesturing for him to follow—"Oh, well, there wasn't much in it, really. Some pretty nasty stuff, though. To begin with it said that you actually weren't supposed to be tested in the first place—not sure who mucked _that _one up."

Chell studied the grate beneath her boots as she walked.

'Not supposed to be tested'? That was unexpected, especially considering her undeniable success in tackling each test chamber that had been thrown at her—as much as she'd loathed the act, she had become quite skilled at it over time. What had prompted such a judgment? Had the AI been aware of that note in her file?

And if she had, why had she chosen to test her anyway?

Perhaps she'd simply wanted a challenge. If that had been her goal, Chell mused, she had certainly achieved it.

"—but I'm glad they did muck it up, obviously. Well, not for the whole 'you having to test' thing, but the 'you killing her' thing was pretty nice, I think," Wheatley grinned. "Had a look at that too. And you know, if it hadn't been you who ended up in that particular relaxation chamber at that particular moment then you'd probably be dead now, wouldn't you? And that would be awful, in my opinion—"

She tapped his arm lightly, hoping to draw him back out of his digression.

"Right, well, what else, what else… it also said you were fat and a bad person. And ugly. For the record, I completely disagree. I mean, I didn't then, but I do now."

She laughed—he'd already made that more than clear in the dormitories.

"Really wasn't much else, I'm afraid… why do you ask?"

Chell shrugged, releasing the thought. She shouldn't have expected anything from GLaDOS's files, she knew—it would have been too much to hope for an explanation of how she'd come to be a part of the facility, or what sort of person she'd been before the tests had begun.

But the disappointment nagged at her still.

Wheatley sped up, adjusting his pace until he fell in step close behind her.

"I suppose all I wanted to say before was—I'm glad I know you. I'm not glad about any of the stuff I did, of course, and this, whatever this is—" he swept his arm in front of himself, gesturing toward his own body. "—is pretty awful. But knowing you is nice. And…"

His voice faltered, and he took a deep breath before continuing.

"And, well, before you escape, I, ah… I hope I get to know you better. I'd like that."

They walked in silence for a few minutes, the end of the tunnel growing nearer as the building now came fully into view. Seemingly carved out of the face of the rock itself, the structure was irregular in shape, its face as dark and rough as the cave walls surrounding it, quite unlike the rigid, geometric blocks they had left behind in the relaxation facility. It was tall, several stories judging from what she presumed were windows arranged in tight rows on its jagged surface, and slightly crooked, Chell noticed.

The maintenance walkway exited the tunnel to enter the cavernous space housing the odd structure, curving sharply to the right and following the uneven wall lining the perimeter of the space. Where the maintenance walkway reached the exterior of the construction itself, it transformed again into a tall, narrow staircase that allowed for access to the structure's many levels.

As they entered the chamber, Wheatley paused to gape at the sight of the building below.

"Wait. Is—is that where we're going? Really?"

She nodded firmly, taking hold of the waist of his jumpsuit to pull him along.

"It just—well, it looks a bit ominous, is all," he sputtered nervously. "A little terrifying, down there. A little like a place we shouldn't go. Not doubting you or anything, but—ah, actually, maybe doubting you after all, just a little bit…"

Chell released him and continued marching forward. After a few moments' hesitation, he followed slowly and at a distance.

When she had made her way halfway around the catwalk, Chell stopped short.

She sighed—of course.

They'd had surprisingly good luck with the catwalks so far—none had collapsed beneath them, at least—but here, so close to their destination, their luck had finally run out. She approached the mangled walkway cautiously, observing the damage from a safe distance. A portion of it was simply gone, leaving in its absence twisted threads of metal and a gap of a distance far too large for even Chell to jump safely across.

The walkway was totally impassable.

Standing back, she took stock of her surroundings, searching for anything they could use to reach the building below.

A section of the wall beside the catwalk stood out instantly to her. Its color was slightly off, slightly lighter than the rest. Cautiously, Chell reached out to scratch at it with her fingernail, and beneath the pressure its surface flaked off easily. She rubbed the flecks between her fingers—it felt slick to the touch.

It was conversion gel. Not very much of it, and what little that remained was old enough to have nearly faded from view on the rough wall of the chamber, but it was conversion gel nonetheless. Someone else must have faced the same problem they did, long before, and coated a small portion of the wall with the material.

But would it be enough?

Chell turned to study the structure in the center of the chamber, searching for the complementary patch of gel she knew she would find somewhere on its surface. There was a wide platform at the bottom of the building where the rail terminated—she focused on it, scanning its exterior for any trace of the material, as Wheatley passed her on the walkway.

She could see an area of slight discoloration beneath an outcropping of rock that hung over the platform, though the shadow cast over it made it difficult to judge its usefulness.

Returning her attention to the catwalk, she prepared to test out the surfaces, lifting her portal gun first to the patch on the wall beside her, but she stopped cold.

Wheatley had passed by moments before, she realized, and was still walking—by now he'd brought himself dangerously close to the dropoff, and showed no signs of slowing.

She leapt toward him, her hand again finding the waist of his jumpsuit, and yanked backward with every ounce of strength she possessed. The man tumbled back, colliding hard with the catwalk with a yelp of pain. Clutching his head, he gaped up at her with wide eyes, his mouth open as he fought to catch his breath.

"What was _that_ for?" he gasped, struggling to sit up. "I—"

The voice left him at the sight of the warped metal at his feet and the void just beyond.

"No. No, it was—it was—" he shook his head feverishly, his voice cracking. "I—I could have _sworn_—"

She knelt beside him, placing her hand on his shoulder. He was exhausted, she could tell, and needed badly to be on solid ground again and away from the dangerous terrain of the catwalks. Though the building itself was not the final destination indicated by the map—rather, the artist had indicated a path that ran through it—it would be wise for them to find a way inside as quickly as possible and to locate some shelter for a brief rest.

"I'm all right. It's—everything's all right," he muttered, pulling himself shakily to his feet. "Just got a little distracted is all."

Once upright, he staggered backwards and away from the danger of the dropoff, his knuckles white from gripping the railing for reassurance.

"So this is it, then," he mumbled, staring morosely at the gap in the walkway. "No way we can get down there now. I—I suppose we can go back and—and—find another way to go, right?"

Chell raised the portal gun to shoot a blue portal at the lighter patch on the wall above the railing nearby. He nearly jumped as the packet of energy collided with the surface, bathing both him and the catwalk in its strong illumination.

"Oh, what are you—what—" he shielded his eyes from the glow with his arm.

Holding her breath, she turned to seek out the patch of discoloration below. She leveled the gun before her, aimed carefully then squeezing the secondary trigger—and exhaled as an orange portal lit up the deep shadows on the platform.

Chell climbed up onto the shaky rail to enter the blue portal, exiting easily to the shadows of the platform below then turning to beckon Wheatley through it. He hesitated, then crept closer to the blue portal, studying it carefully before meeting her eyes.

"I don't know. Will it hurt?" he asked, and sent a tentative hand through the opening. Wrinkling his nose, he snatched his hand back. "Oh, that feels weird…"

She laughed, leaning further into the portal, her arm outstretched. She'd nearly forgotten how it had felt to travel through her first set of portals—there was always a tiny jolt of energy, neither painful nor pleasant, that ran though her body each time she passed through them, but she had stopped noticing the sensation long before.

Halfheartedly, he reached up to grab hold of her waiting hand, then lifted a leg to brace it against the railing below the blue portal. She leaned back and began to pull. Eyes tightly closed, the surprisingly heavy man managed to struggle his way blindly through the portals and moments later lay—sprawled and panting, but most importantly safe—on the floor of the platform.

"Can we—" he managed to gasp. "Can we please not do things for just a little bit?"

Chell disengaged the portals and sat beside him until he caught his breath.


	18. The Break In

**A/N: **As of 01/13 this fic is in a temporary hiatus. I will be writing more and I do plan to finish it, but I'm not sure when the next chapter will be up. In the meantime, thanks for reading and be sure to check out the tumblr for lovely art and updates on things!

* * *

**[Part 18]**

They were somewhere.

Finally, after he-didn't-know-how-long walking he-didn't-know-how-far, they were _somewhere_.

He wasn't sure where exactly, but that was good. That was how Chell wanted it, and it made sense that she wanted it that way. It was so she wouldn't know where She was—no, no, _that_ wasn't it—so _She_ wouldn't know where _she_ was… right?

Wheatley raised a hand to his aching head.

It hadn't really hurt, falling through the portal, and the pain it had left in his chest had passed after only a few minutes, but still he felt out of sorts. Though his eyes were closed, they stung as if they were still fixed on the portal's unnatural blue glow, and a faint buzzing seemed to have found a home on the inside of his teeth. He worked his jaw in response to the sensation, running his tongue over the offending structures but finding no relief.

He returned his hand to his side and flattened his palm against the floor supporting him. Like nearly everything else in the facility it was cold, though its texture was unexpected. Curling his fingers, he dragged their tips slowly along the floor beneath his hand. It was rough against the skin, a flat surface made up of countless tiny bumps and edges rising to meet his touch.

But more important than that, and unlike the catwalk they'd just left—he lifted his hand to slap the floor, and a satisfyingly dull _thud_ accompanied the shock of the impact running up his arm—it was solid.

Blissfully, reassuringly, indisputably solid.

Wheatley opened his eyes to stare up at the wall through which he'd tumbled moments before. It was smooth again, its unbroken surface half-hidden in shadow and hardly worth a second look. With a groan he craned his neck to search for the spot where Chell had knelt to rest beside his head, but he found the area around him empty.

Crossing one arm over himself, he carefully rolled his body onto its side. From his new position sprawled on the floor he scanned the rest of the platform for her, twisting and straining to see what he could of the poorly-lit space. With nothing more than a couple of faded posters peeling away from the crumbling wall and some of those same uncomfortable, hard chairs they'd encountered before, the platform was gloomy and bare.

As his eyes completed their sweep of the area, a cold wave of dread surged through his body.

Chell wasn't there.

The open doorway at the far end of the platform was explanation enough for her absence. She must have been so unimpressed by his reaction to his first portal that she had finally realized what he'd known all along—that she really was better off without him—and so she had left him behind.

He rested his cheek against the floor, seeking to cool the skin now burning there as the words echoed in his mind.

She'd left him behind.

All he had wanted to do was to help her escape, to watch her walk out of the facility safe and free and not stop her this time, but in the end he knew he'd only slowed her down and put her in danger. Why had she stayed with him as long as she had? Maybe She'd been right after all, maybe she still hated him and it had all been a part of some strange, elaborate punishment for him. It made some sense. Why else would she have gone to the trouble of feeding him and cleaning him and holding his hand if she had it in herself to just _leave him there?_

Wrapping his arms around each other, he fought to suppress the swell of anger that accompanied the thought.

He had no right to question her reasons for doing anything, not after everything he'd done to her. It didn't matter that she'd smiled at him, and listened to him, and touched his body without pulling away. And it didn't matter that, for at least a little while, she'd seemed not to mind having him near her. The only thing that mattered was that she was gone and better off now and he was—

He was alone.

A sickening pang swept through him as the reality of his situation sank in. He was alone, exhausted, and lost, stuck in a dysfunctional body somewhere in the middle of a facility that wanted to see him suffer.

Breath coming in shallow gasps, Wheatley worked furiously to piece together a plan for his next few minutes, hours, days—however long he would manage to survive.

He sent out a hand behind himself in search of the bag he'd been tasked with carrying. Seizing it by the strap, he dragged it forward and fumbled at the clasp with shaking hands. Chell might have packed some food into his bag when they were still in the dormitories, and he was sure he'd felt something slosh around at some point, so maybe there was water in it too. But how long could either last?

How long would he _need_ them to last?

He gave up after a short struggle with the clasp and threw the bag to the floor no more open than it had been before. Maybe he would be lucky, he considered—maybe She'd enjoy his death by starvation enough to simply leave him to it.

Rolling the rest of the way onto his stomach, he focused on the dark shape of the doorway across the platform. Though he couldn't see anything inside and he had no way of knowing what lay beyond, it was clear to him what he had to do. He had to get up off the ground and go inside the building. It would be safer in there than out on the open platform, he knew, as long as there weren't any turrets or bombs or lasers in there, or anything else that might want to hurt him.

He pulled his hands in close and pushed them down against the floor as hard as he could, barely managing to lift the front of him and hold it up for a few seconds. His arms trembled and his shoulders hurt at the effort, but he pressed on and began to lift his hips to give his legs room to maneuver beneath him.

The sharp sound of metal being struck split the silence of the platform and Wheatley fell back to the ground, the impact forcing the air from his chest. His eyes locked immediately onto the source of the sound—the doorway at the end of the platform.

He _wasn't_ alone—and there it was again, the same sound—he wasn't alone and that was worse—and again—so much worse—twice more, and louder. He lay flat against the floor, flinching violently at each successive clatter. He could do nothing else, really, his arms and legs seemed to have stopped working, and even if he could move them, where would he run?

Harsh clanks poured from the doorway, each one like a blow to the side of his head, their combined echoes against the walls of the space loud enough to rattle his entire body. Burying his face in his arms, he braced himself for whatever end She had chosen for him.

As abruptly as the commotion had begun it stopped.

He lifted his head.

Wheatley choked at the sight of her as she emerged from the darkness, his throat closing tightly around a strangled sob.

Long-fall boots clicking quietly against the surface of the platform, Chell walked a short distance away from the opening then stopped to lean against the wall beside it. She spared Wheatley a quick glance and a nod, then raised the wrinkled sheet of paper she held clutched in one hand to her face. Her eyes alternated between it and the doorway nearby.

He wanted to scream, to stand up and yell at her for leaving him, and he wanted to wrap his arms around her and thank her for coming back, to ask her why she'd done it and promise her he'd do better, but he held his breath and clasped his hands over his mouth to keep any sound from coming out. He shook with the force of the conflicting emotions running through him, some strong enough and frightening enough that he couldn't even name them, and waited helplessly for them to pass.

When they finally had, he released his mouth and let all the air out of his body. With it, the tension left his limbs, and he placed his chin against the floor. For a while he lay there, limp and unmoving, watching her to make sure she didn't leave again, attention focused on nothing but her and the gradually slowing thumping between his chest and the floor.

For whatever reason—and he honestly couldn't think of a single one—she'd come back for him. It was a terrible decision on her part, but he couldn't help but feel relieved.

After allowing himself a few moments to regain his breath, Wheatley pressed his hands against the platform and raised himself on shaky arms. He was glad to find that they were working again, though they felt unusually weak. Bringing his knees forward to support his weight, he shifted and prepared to stand and walk to Chell but fell hard onto his backside before he could complete the movement.

He groaned.

As awful as he'd felt when he was lying down, he felt worse now that he'd lifted himself up from the ground. The portal's effects on his body seemed to be lingering still. His head felt far too light, his throat somehow even tighter than it had been before. He cradled his gut with his hands—that felt bad, too. Probably worse than the other things did, if he were to rank them.

Stomach, throat, head—that was the order, from worst to only marginally better. Though he hadn't taken into account his sore feet, he reminded himself, or his legs. After the distance he'd just traveled, those definitely deserved a place on the list.

Stomach, feet, legs, throat, head—he nearly laughed to himself as he counted off the parts of his new body that had most recently decided to betray him. It sounded like something from one of those educational recordings they'd shown him following his arrival at the relaxation facility.

The simple tune returned to him and he found himself humming.

Head, shoulders, knees and toes, knees and toes…

Why had the woman in the recording always repeated that last part? Maybe it was because humans had two knees and two sets of toes. But they had two shoulders as well, didn't they? In any case, the song had never been very useful to Wheatley. There were so many parts of the human body it didn't even bother to mention—though as hard as he tried, he admittedly could never quite remember how the rest of it went.

Another wave of the bad feeling washed over him and he shuddered, clenching his teeth together until his jaw ached.

Head, shoulders, knees and toes, knees and toes…

Chell's gaze rose from the paper and she glanced over at him, her brow creasing at the sound coming from his throat. She tucked the paper away into her bag and jogged to his side, placing her hand on his shoulder. He leaned gratefully into the touch.

"Hello," he did his best to smile at her, though he didn't really feel like smiling. "You, ah… you came back."

Her eyes widened at that, and she turned her head to look at the doorway then back at him. She didn't seem to want him to talk about it, so he changed the subject.

"I don't feel very good. Again. I'm sorry."

Wheatley didn't know what he expected her to do with the information, but telling her felt like the right course of action. Maybe she had more of those pills somewhere—they'd certainly helped before.

She frowned and knelt beside him, drawing her hand out from its home tucked within the portal gun to place her palm against his forehead.

"No, no, it's the stomach this time, not the head—" He pulled her hand away and pressed it against his belly instead. "Though I suppose the head's not doing too well either, but really it's feeling just fantastic compared to whatever's going on in here."

She seemed to think for a few seconds before tugging her hand out of his and taking a seat beside him. Reaching into her bag, she pulled out the water bottle she'd given him earlier and took a long drink for herself, then held the open container out to him.

"Uhm—no. No, I don't think I want to put anything else in there right now. Not when it's like this," he regarded her warily as she raised the bottle to his mouth. "Not sure what it'll do, actually, a-and you know _I'dreallyrathernotfindoutiftha t's_—"

Ignoring his objections, she pressed the open end against his lips and tilted it upwards, and Wheatley quickly decided that given the choice between drinking, speaking, and breathing, drinking was the most sensible use of his mouth at the moment.

After he had swallowed a few gulps of the water, she pulled her hand away.

"Ahhh—" he wiped off the trail of liquid that had run down his chin and started to breathe again. His head actually did feel a little better already, but that had been at the end of the list, hadn't it? "Thanks, I suppose."

Chell nodded and set the bottle to the side, lifting her hand to rub the center of his back.

"Lovely, really, but we should get going now, don't you think?" he offered.

There was no sense in wasting any more of her time, not after she'd come back for him—he moved to stand but doubled over himself instantly. His vision blurred and the platform swam around him, yet another, even stronger surge of that awful feeling taking hold of him.

Chell pushed him back down.

"Not—not yet, then?"

She raised a hand to point to her own mouth, and her expression shifted, her cheeks going slightly hollow as she drew her lips into a tight circle.

Wheatley pressed his own lips firmly together, stifling a laugh at her display—judging by the grave look on the rest of her face, she probably wouldn't have appreciated it. Instead, he studied the rounded swell of her mouth and pondered at her intended message. As silly as it looked, it did remind him of something, though he didn't see what use it could possibly be in the present situation.

"I don't think this is going to help things very much," he began hesitantly as he moved closer to her. "But we can try it if you really want to."

He leaned down and angled his face toward hers, but stopped when her hand connected with his chin and pushed him away. She shook her head and pointed again at her mouth.

Puzzled, he sat back and watched Chell continue her demonstration not through further gestures, but by drawing breath into her body through nearly-closed lips. Her chest rose as she filled it with air—too slowly, it seemed to him—then fell again as she pushed it all back out. She repeated the bizarre ritual twice more before stopping and pointing at Wheatley.

"Love, I'm perfectly capable of breathing, I've been doing it this whole time," he laughed. "Quite a lot of it, too. It's a little late to be worried about that, don't you think?"

Undeterred, she reached out to press a finger and thumb on either side of his mouth and squeezed. His lips parted under the pressure, and he pulled away from her hand.

"Alright—alright, fine, okay, I'll do it!"

Pulling air through the smaller opening, he noticed, took more time and work, as did releasing it again. It seemed frankly inefficient to breathe this way when he could open his mouth wide and take all the air he needed in a second. He stopped to glance at Chell who simply smiled and nodded. Whatever she wanted him to do, it appeared he was doing it, so he continued.

After a few long minutes of breathing under her scrutiny, he found that his stomach—and most of the rest of his body—felt surprisingly calm. Though his legs and feet still hurt, the terrible feeling in his gut had faded almost entirely.

He stared down at himself in disbelief, pressing his hands against his middle. Not a twinge of the earlier upset.

"What did—I don't—how on earth did you know to _do_ that?"

She lifted the portal gun into the air.

"Ah, right, you're an old pro at this portal business, aren't you?" he chuckled uneasily as she leaned toward him. Twisting in place, he watched her snatch something up from the floor behind him and found himself presented with the almost-shoe he now realized had been missing from one of his feet. "Oh, uh. Thanks."

As he replaced it, careful to position the strap between the proper toes, she stood and backed away from him, then curved her hand toward herself.

He filled his chest with another deep breath and began the long process of standing again, first leaning forward to plant his knees solidly against the floor, then his hands. With a push he rocked his weight back onto his feet and rose unsteadily, arms spread wide for balance, wincing as a sharp new pain shot up the backs of his legs at the effort.

While he waited for the dizziness to pass, Chell bent to lift his bag from the floor and threaded its strap around his shoulder.

When his vision had finally settled, he set one foot forward, then the other. After a few wobbly steps, his gait improved, and he followed Chell to the door across the platform.

In the darkness just past the threshold lay an intimidatingly long staircase leading upward to a lit doorway far above.

Wheatley sighed. He'd never noticed just how many stairs there were at Aperture, at least not before he'd been the one having to _climb_ the awful things.

Clutching the rail to the side for better stability, he began his ascent. Navigating stairs wasn't a very complicated movement—it was actually rather intuitive after a little practice, much like standing or walking had been—but it was tedious and it always left his body feeling worse than before.

Touching her hand to his arm, she matched his pace for a few slow steps, then passed him. She arrived swiftly at the top, her boots clanging noisily against the metal stairs.

"I'll just—I'll be along in a minute," he called after her, but she was already out of sight.

When he finally reached the top, he paused in the doorway to slump against its frame and find his breath.

The stairs had brought them to a narrow hallway lined with doors. Bordered by walls uniformly grey and uninteresting, the corridor was decorated only by the occasional unpleasant-looking patch of green and black near the ceiling tiles. A flickering, blue-tinted glow clung to the surfaces inside, radiating from a long strip of lighting embedded in a ceiling that seemed unreasonably low.

Already halfway to the other end of the hallway, Chell stood facing one of the doors, struggling with its handle. When it refused to open, she moved on to try the next.

Wheatley stepped into the hall after her.

After spending hours gaping at the scale of facility surrounding the catwalks outside, the new space felt unbearably small. But there was more to the feeling than just the ceiling hanging so close to his head or the walls near enough to each other that he could barely stretch his arms out at his sides—the air inside the corridor felt nothing at all like the air outside. It was warm, heavy, and still, tinged with an untraceable, suffocating scent.

He fought a sudden and irrational urge to turn around and return to the abandoned platform.

"Are you… looking for anything in particular? In any of these rooms?" he asked, watching her tug at another doorknob. He still didn't know where they were in the facility, but it didn't exactly look like the sort of place one went if they wanted to escape from something—hide, maybe, but not escape.

She glanced back and pointed at the door beside him.

"Oh, you want me to give it a go too?" He took hold of the handle. "Suppose I have had a bit of luck with doors before, haven't I? At least since I've gotten hands. Can't really blame you for deferring to the expert."

He pulled down, then up, then down again for good measure, but the metal bar didn't move.

"Hmm. Alright. That's a no," he announced loudly enough that she could hear him. "No on this one. Locked. Very effectively. Should I…?"

She nodded without looking up from her work, and he moved on to try the next door, but it was locked as well.

An unsuccessful few minutes later, the pair stood together at the end of the hallway. A single door remained to be tried, a larger one with some word printed on it in big letters. Chell seized the handle, pausing to glance back at him briefly before pulling the door open.

"Look at that! It _opened!_ One actually—ohh," he groaned at the unwelcome sight.

Chell reached up to give his shoulder a squeeze, then went through before him.

The corridor above, Wheatley observed as he leaned back against the staircase door and waited once more for his legs to stop aching enough for him to move, was nearly identical to the one below. Some portions of the lighting had failed over time to cast odd patches of shadow throughout the hall, but apart from that it was every bit as boring as the first.

They began to check the doors.

"I, ah—I suppose any of these doors might just open to an elevator to—to the surface, right?" he offered as soon as he could spare the breath.

She ignored him.

It wasn't a particularly good plan, he reflected as he tried the next door—locked—if that really was her plan. Did she actually think she'd find her way out by opening every single door she found in the facility? Sure, her escape probably would be through a door of _some_ kind—locked—but sometimes there were bad things behind doors too. Things like turrets, and deadly pits of acid, and _Her_ chamber, to name just a few.

Wheatley stopped before a pane of glass set into the wall, one that had been hidden in shadow during his first glance down the hallway, and peered through the layer of dust clouding its surface.

Though there was no light on the other side, he could just make out the room the nearest locked door was keeping them from entering. Long tables were arranged neatly in its center, and on top of them rested a number of items, a few he recognized by sight—a mug, a clipboard, an open notebook.

He felt a tug at the waist of his jumpsuit and rejoined Chell in trying the rest of the doors.

The map he'd found out on the last platform may not have offered any clues as to the true purpose of the place—he cringed at the memory of her tearing the paper from his hands and tossing it to the floor—but at least the identity of the former occupants of this part of the facility was now obvious.

There were no cubes to carry around and no buttons to press, no heavy machines whirring and churning nearby as they produced turret after deadly turret, no beds to rest on, and no guide rail in sight.

Scientists had worked there.

Wheatley could imagine how the corridor must have looked before, packed full of researchers moving through the polished, well-lit hallway with pens in their teeth and papers in their hands. It must have been loud, too, he imagined, focusing on the only sound to be heard in the passage, their footsteps echoing hollowly through the space.

That they had stumbled upon the abandoned research and development labs was not itself all that exciting, but still he felt a flutter of something good in the pit of his stomach at the turn of events.

"Ah—alright. Alright, first of all, you'll be glad to know I still have _no idea_ where we are, not precisely at least, so don't worry about that," he began carefully. "But I—I think I have even more good news on top of that."

Chell didn't respond, apparently too absorbed in her struggle with the door in front of her to hear him. When it didn't open, she released its handle and slammed her closed fist against its surface with a jarring crack.

"Oh, um. Well. _That_ didn't open it." She sent a brief but disagreeable look over her shoulder at him before moving to the next door—so she _was _listening. He continued quickly. "But here it is. The good news."

He lowered his voice to a near-whisper, though he knew the effort was probably wasted. If She wanted to hear what he had to say, She would.

"I don't think… _She_… can actually get to us in this part of the facility—I mean, not—not _physically_, She can't. I think we're safe here. Sort of."

Chell halted at the uncertain statement, hand resting on the last doorknob on her side of the hallway.

"After I accidentally—er, well, maybe a little intentionally—" he stumbled over the words before deciding on the best phrasing. "After you fell down into that pit under Her chamber I, ah… I had a look around."

She turned to lean against the door, arms crossed over her chest.

During those few calm moments after he had found himself—_made_ himself—completely alone but for the chassis's protocols swelling to life inside him, he'd quickly set out to explore the sprawling complex.

Much of the facility, it turned out, was actually under his (and thus now also Her) direct physical control. Panels in the testing areas had responded to his input with no more effort than it took to blink his optic, and entire chambers suspended from enormous metal tracks had been shuffled around with relative ease, though not particular grace, while in the manufacturing wing he'd found the capability to construct several things he now bitterly regretted.

But as complete as his control over the facility had felt, there had been parts of it that were unreachable to him. Made of something more solid and permanent than the testing facilities and manufacturing areas, the immoveable offices and research labs that had once housed the scientists themselves had resisted his exploration, though the mystery of their contents had faded when his thoughts had turned to testing.

"There aren't any buttons or beds around here, not that I can see, anyway, and—and I'm pretty sure I saw a clipboard and some notebooks in that room back there," he pointed toward the window. "I… I think scientists worked here. Before."

Chell frowned, lifting her arms above her head and looking around the corridor.

"No, no, I know the scientists worked _everywhere_, but—" he stopped to reorder his thoughts. He wasn't explaining it very well. "There are parts of the facility, quite a lot it really, that I—that _She_ can control. Panels, walls, machines, whole rooms even."

Her arms fell back to her sides, her expression darkening—she knew that already, of _course_ she knew that already—and he hurried to complete the thought.

"But—but _other_ parts of it are totally off-limits to Her. Or at least, they were to me. I don't think the labs and offices were built to be moved around like the rest of it—they weren't even connected to the chassis. I mean, I could see they were there, but I couldn't _do _anything with them, so… I think that's a good thing for us now. To be here and not somewhere else. Right?"

After a thoughtful silence, Chell nodded and walked back in the direction of the stairwell.

The light above Wheatley's head flickered briefly and gave out with a startlingly loud pop. He rushed forward, following her into the still-illuminated portion of the hallway.

"But, ah, that doesn't mean She's not still… _around_…" he added, looking back at the empty corridor.

He had been straining to hear Her voice, to feel at least a hint of Her presence, since the moment they'd first set out on the catwalks. There was no chance She had gotten bored of them—not yet, not after that last dream— but even so, he'd heard and felt nothing since waking.

Exiting the corridor, the pair began another climb up the creaking metal staircase that connected the floors of the building. With no more recognition than a quick glance as she passed him on the stair, Chell again reached the top in seconds and cracked the door to peek outside, then slipped through the opening.

Wheatley stopped at the top of the stairs and pressed the side of his overheated face against the cool metal of the door until his breath slowed, then entered the hallway.

He wrapped his hand around the closest door handle and pulled down, sighing as the metal bar—moved?

"Oh! Oh, this one's unlocked!" he yanked the door the rest of the way open. "And it's… _not_ stairs!"

She appeared at his side, returning his wide grin with a smaller one and patting his back before stepping past him through the door.

It didn't lead to an office or a lab as he'd expected, but instead another corridor, one much roomier than the first few had been. He could extend his arms above his head and they didn't even make contact with the ceiling.

Large white rectangles had been mounted onto the wall on one side of the hallway, though a few had come loose and now hung crooked, weight focused on warped corners resting heavily on the floor. Wheatley held a tentative finger against one of the panels and studied the markings covering it—mostly numbers and shapes—then dragged his palm down the surface, erasing the marks to leave a trail of white in their place and a dark smudge on his hand.

On the opposite side of the corridor, a long, horizontal window installed just below eye level allowed a clear view of more tables inside another inaccessible room. Thanks to the light blinking sporadically within, he could see what looked to be heaps of scrap metal piled on top of the tables and various tools scattered nearby. He bent down and cupped his hands to the glass to get a better look at them, searching his mind for the right word for each.

Screwdriver.

Pliers.

Wrench.

The… thing they used to hit other things.

He pulled away from the window to see Chell waiting for him at the end of the corridor.

"Are we _really_ looking for an elevator in here?" he asked as he caught up with her. At the rate they were going it would probably be faster just to return to the stairwell and climb the rest of the way up, at least as far as the stairs would take them—but he didn't want to bring that up until it was absolutely necessary.

She shook her head and turned the corner to proceed down another hall.

He smiled. He knew she'd have a better plan than that.

"What then?" he asked. "What's the plan? If you want me to know, that is. It's up to you. Totally up to you."

The two continued in silence for a while, Wheatley admiring the faded paper displays hanging on both sides of the hall—so much text, and such complicated diagrams and charts!—before Chell finally responded. Turning to face him as they walked, she placed her hands together in front of her, then held them against her cheek. He recognized the gesture immediately.

"Wait—you—you want to stop and _rest?_" he sputtered.

Her chin dipped in a quick nod.

"I know I said it's safer here, but that doesn't mean we should just—we—we don't have any _time!_ Listen, I'm not tired, I'm perfectly—" In his alarm he confused the order of his steps, tangling his legs together and almost falling, but Chell's arm steadied him. "—thanks. I'm perfectly fine. I'm not tired, really, we don't have to stop."

She stopped.

In truth, he wasn't perfectly fine. He wasn't any variation of fine, for that matter. And he was more than just tired—he wasn't even sure how much farther his body could take him in its present state before failing entirely. But they'd already wasted enough time waiting for it to feel better out on the platform, and stopping again was the last thing he wanted to do.

"I'm sorry if I'm moving a little more slowly than before, it's nothing, I can go faster. It doesn't hurt that badly, I swear—"

She shook her head and raised a hand to tap her own chest.

"Wha—you? You can't possibly be tired already. You're _you!_" he objected, scanning her form in disbelief. "Your hair's a bit of a mess, maybe, but other than that, you look great, really. Ready to take on the world. So to speak. I hope that's not what it comes down to, but, hypothetically of course, I think you could do it."

Her gaze remained leveled upon him.

She really didn't look tired—at least, not compared to the way she'd looked in the dormitories when she had pushed him toward the bed for sleep. She stood before him completely alert, with clear eyes and a straight back and an expression of distinctly _un_-tired determination on her face.

And hadn't she just sprinted up three flights of stairs as though she'd never even heard of gravity?

"You can get through this, I know you can, you're good at getting through things. Just a little while longer. Maybe we'll find an exit if we keep going!"

Chell frowned, shook her head again, and repeated both gestures, tapping herself then resting her head on her hands.

He sighed.

"Well—well, alright. If you really need to, I guess," he mumbled. "But just until you're ready to keep going, alright?"

She nodded, and they resumed their walk down the hallway.

Maybe it would be good to stop for a proper rest, Wheatley reasoned, a better one than the panicked moments he'd spent curled up alone on the cold platform. Now that he felt slightly more confident that the walls wouldn't come to life and crush them at any moment, he supposed they could spare just a few minutes.

He could admit—to himself, not to her—that the long trek had exhausted him completely, leaving his body sore and his mind weary, unfocused, and badly in need of rest. He could think of no other explanation for the lapse in attention that had nearly caused him to walk right off the catwalk outside without a second thought.

He shivered and pushed away the memory of the void at his feet.

Moving through the corridors together, they tried every door they found with no luck, turning one way or the other wherever the hallways split but doing so using no logic Wheatley could detect. After several turns, he realized that he probably wouldn't be able to find his way back to the door through which they'd entered the area, but he released the thought, certain that Chell had been keeping better track of things.

Eventually, they turned a corner to enter a hallway cluttered with debris and home to an unusually wide door.

Unlike those they had previously encountered, the door was in poor shape. It was buckled inward in some areas, irregular strips of distressed metal visible through long gashes made in the green paint coating its surface. Where the locking mechanism should have been, a mass of frayed wires lay exposed—it looked like something had torn the lock straight off the door.

Unwelcomely, his thoughts returned to the mechanical death machine he'd imagined Chell to be before he had first seen her in the relaxation facility.

She held out a hand to trace one of the deeper indentations.

"What do you think _did_ that?" Wheatley whispered, looking around the deserted corridor.

Chell took her lower lip into her mouth and held it there with her teeth, then waved a dismissive hand toward him. Stepping back from the door, she turned to inspect the surrounding area and plucked something from the rubbish on the floor then held it out to him.

He studied the object clutched in her free hand—a long, thin bar of some dark material, curved and split slightly at each end—uncertain what point she was trying to make with it.

"What's that for?"

In response, she raised the bar above her head and lowered it to tap the door near one of the gouges. The contact sent a soft metallic clank echoing down the hallway.

"Oh! Oh—hah. Of course," he nodded. "_That's_ what did it, then. Looks about right. But that still doesn't explain who did it, or why. Can't really imagine why someone _would_ do this, unless there was some sort of rogue scientist somewhere in Aperture who just really hated this particular door. Don't think that's the case, though I suppose anything's possible—"

She deposited the bar in his hand.

"Heavy," he noted, testing its weight. It seemed to be made of metal. "Really heavy for such a small thing."

Chell's attention returned to the mangled door, a sight she considered solemnly. Unwilling to interrupt her thoughts, he waited quietly for her to move again. Finally, she grabbed the handle and pulled, and to Wheatley's surprise, the door swung open easily.

Both stepped back, unprepared for the sight that met them.

Just inside the door, rather than a room or hallway, sat a solid wall of _something_—more accurately, _several_ somethings. Wheatley squinted to see what he could of the obstacle from the light seeping into the space.

A wide desk formed the base of the haphazard wall. A few battered filing cabinets, a broken chair, and a cracked computer screen—among other, unrecognizable pieces of mechanical equipment—had been piled on top of the desk to block not only their entry into the room, but also their view of it.

Chell set the portal gun aside and stepped forward.

"Wait, you're not—oh, you are, aren't you? You know, I really don't think we're supposed to go _in _there," he warned her.

She grasped the corner of the desk.

"I mean, it's pretty obvious whoever was here last didn't want anyone else to get in," he continued. "They certainly made it hard enough, don't you think?"

She shook her head without looking back and began to pull the desk away from the outer edge of the door. The weight moved steadily under her force, creating a thin strip of black space between the desk and the door frame.

"But—but you don't know what's in there," he pressed as he stepped closer to her. Everything about the place felt wrong—the broken lock, the violently damaged door, the obvious effort to prevent any entry. Why didn't any of that _bother_ her?

If she heard him, Chell gave no indication as she renewed her grip on the desk and pulled harder, widening the open space. After retrieving the portal gun, she returned to the doorway and leaned forward into the gap she had created.

"No. No, change of plans, this _really_ doesn't look like somewhere we should be," Wheatley added more firmly, lurching toward her and wrapping his arms tightly around her waist to drag her away from the door.

For a stunned second she hung limply in his grip, but as soon as her boots touched the ground she began to thrash about, her elbow quickly landing a sharp blow in his side. He released her, pulling away from the pain as she spun to face him.

"I'm sorry!" he held up a hand in defense, the other pressed to the newest sore spot in his body. "I just—I really don't like this. Please, just listen to me. Don't go in there. Please."

Chell stepped to the side and swept her hand toward the doorway.

"That's not what I—_I_ don't want to go in there. I don't want _either_ of us to go in there! Can't we just find another room for you to rest in? One that's a little less… terrifying? Or maybe we could sit down out here in the hallway. There's some pretty soft looking rubbish in the corner over there," he added hopefully, gesturing away from the door.

She exhaled heavily and shook her head, returning to the doorway and vanishing through the empty space before he could stop her again.

"You—then—you come back out if there's anything bad in there, alright?" he called after her.

Predictably, there was no response, though a little more worryingly, there was no sound at all coming from beyond the wall. Wheatley approached the opening slowly, suppressing the urge to speak so that it would be easier to hear her, but still he heard nothing.

"Chell?" he raised his voice. "Could you please—make a little noise, maybe? So I know you're not, ah…"

He was met again with silence. Resting a hand on the door frame, he bent forward to search the dark for her.

"Maybe a-a clap, or a stomp or two, that'd be enough for me," Wheatley continued, struggling to ignore the uncomfortable familiarity of the combined darkness and silence. But he could still move, he reminded himself, he could still hear—he drummed his fingers on the doorway to reassure himself of both—and he could still see if he turned back around to face the corridor. "Just some indication that you're actually alright would be nice right now. That's all."

Turning his head, he directed his ear toward the room, and with the shift in position he could finally make out a faint tapping somewhere within. It was slow and deliberate, barely audible—likely her long-fall boots. He leaned further in to pinpoint on the sound.

He jerked back at a sudden and earsplitting crash originating somewhere in the room, managing to smack his head against the door frame. His free hand flew to the injured spot, the other holding the bar of metal in front of him as if to ward off any further sounds.

"Was—was that you?" That was probably a stupid question. "Er, I mean—are you alright? You're alright, aren't you? That sounded kind of bad, I really hope you're alri—_AHH!_"

His eyes shut immediately, his head struck with a sudden ache at the flood of light reaching his vision. Pressing his hand to his face, he tried to rub away the shock of the new input.

"Can't see, can't see, can't _see_," he chanted as he waited for his eyesight to return. "Can't see anything at all—"

After a moment leaning blind and defenseless in the doorway he dared a glance through his fingers and saw Chell standing empty-handed before him, a perhaps slightly apologetic smile on her face.

"Right," he mumbled, the relief of seeing her tempered somewhat by her actions. He was beginning to wonder if she held some specific grudge against his sense of sight. "Maybe give a little advance warning about the light next time, yeah? Knock three times or something? Might be appreciated."

She nodded and reached out to pull on his arm, tilting her head back toward the room behind her. From the angle he couldn't see much more of it than a wall and some more filing cabinets, but nothing inside looked particularly deadly.

"Well, at least the lights do work in here," he sighed as he tossed his bag through the door first, then angled his shoulders to fit through the narrow space. "Better than the alternative, right?"

With some uncomfortable twisting and a lot of help from Chell, Wheatley managed to squeeze the metal bar, his torso, and finally the rest of his body through the gap and into the room. She reached out to close the door behind him.

"Right then, that's done. We're inside. Both inside," he noted. Steadying himself against the corner of the desk, he lifted his eyes to take in the new area. "Now what are we—"

He faltered, the words stuck in his mouth.

At the sight of the room his stomach seized up just as it had out on the platform and a tingling heat pricked at the nape of his neck, leaving his mouth and throat painfully dry. The heat spread quickly, crawling up the back of his head and reaching around to settle on the skin of his face.

Chell returned to his side as the image before him blurred with the same stinging moisture as each time before. He closed his mouth and opened it again, struggling to push the air out and say something, but he could find no voice in his throat.

He let out a wordless breath. The bar of metal slipped from his hand and fell to the floor with an oddly muffled crash.

The reaction caught her interest—he could see her gaze flitting from his face to the room and back as the first warm drop slid down his cheek, could just make out the look of surprise as he staggered backwards the short distance to collide with the wall beside the door. Forcing his eyes closed, he dug his palms against them, rubbing the water out as quickly as he could.

What was _wrong_ with him?

The symptoms were familiar enough by now that he'd identified the reaction at once—it was fear, overwhelming fear his body was responding to. But it didn't make any sense, it was just a place, just a _room_, and a totally empty one at that. Why did seeing it make every part of him feel so bad?

His voice returned when she touched him, her hands pulling his wrists away from his face. She stared up at him with wide eyes.

"Sorry—I'm sorry," he shook his head quickly to clear his thoughts, face flushing even warmer at her scrutiny. "I-I don't know—I don't know why this keeps happening, th-this bloody awful body just—just _leaking_ for no good reason."

Her hold on him loosened, and he took his hands back to wipe the rest of the wetness from his cheeks, his attention focused on a spot on the floor between her feet. She laid a hand on his arm.

"No, it's—it's really nothing. I'm alright," he smiled weakly. "It's just—it's just that—"

Wheatley glanced around the room again, prepared now for the sight but not for the unease that accompanied it. Drawing a deep breath, he stepped past her and into the room.

"I've been here before."

There was no question where Chell had somehow led them, though the arrangement of the room's contents had changed since he'd last seen them. Once-orderly rows of work stations and desks were disrupted now, reduced to a chaotic jumble of tables and chairs shoved toward the sides of the room to cluster near its walls. Tools and notebooks and bits of metal—curved, white, familiar bits of metal—littered the floor beneath them, sharing the space with the scattered contents of several emptied bookshelves.

The place was an absolute mess.

But the brilliant white gleam of the work benches hadn't dulled at all since he had last rested upon them. Their surfaces, or at least those parts of them not covered by a tangle of electrical wires and long-dark computer screens, still reflected a nearly painful brightness from the lights buzzing softly above. And the flimsy paper posters on the walls still displayed the same images he'd spent hours upon lonely hours contemplating: happy scientists, happy robots, happy robot-scientists. (That last category had always baffled him, he reflected absently.)

And there it was.

At the other end of the room the thing sat, its irregular metallic bulk pressed up against the far wall just where it had always been, draped in partial darkness thanks to some fault of the lighting. He studied it from a safe distance, his eyes soon falling on a particular spot right on the end of it, a spot now bare and unoccupied—a jolt of panic shot through him and he forced himself to look away.

Carefully stepping around an overturned desk, he moved into the space that had been cleared in the center of the room.

The lab was smaller than he remembered.

"Didn't always look like this," he added quietly. "Used to be a bit tidier before."

Chell joined him, her head swiveling to observe the unfortunate mess that had once been his home.

"Do you know where we are?" he asked.

At her look—he couldn't really read it, she didn't bother to move her head or change her expression at all—he continued.

"This place, this lab—" his voice dropped lower even though there was nobody around to be bothered by it. "This is where I was built."

Her eyebrows lifted.

"Yeah. I mean, I don't remember any of that. They'd finished building me before they turned me on, thankfully. Can't imagine what it would've been like otherwise. Awful, I bet. But…"

Wheatley paused as she walked past him, watching her move toward the far wall and the machine—another unpleasant jolt ran through him, ending somewhere deep in his gut. When she arrived at it she crouched to examine its exterior.

He considered following her, but he couldn't convince his feet to move the rest of him any closer to the thing.

"Don't worry about that, it's—well, it's not important. Not at all. Probably doesn't even work anymore," he called to her, unable to hide the slight waver in his voice.

After a brief study of the machine Chell stood again and turned her back on it to face Wheatley. He barely managed to hold in his protest at that simple act—exposing herself to the thing without any thought for her own safety—but he remained silent. It _couldn't_ hurt her, he assured himself. It couldn't hurt her any more than it could hurt him now.

She pointed at it.

"You want to know what it is." At her curt nod he swallowed. "Right."

Finding the strength to move his legs, he approached the contraption cautiously, observing it from his new perspective—he'd never seen it from so high up before.

It was only slightly above waist height, the part that faced away from the wall covered in a repeating pattern of panels, buttons, and small screens. Near its top, its face was interrupted at regular intervals by a row of deep, rounded indentations, each with a slightly protruding lip on its bottom edge—to prevent falling out, he had always supposed, a job the feature had performed quite well. Just visible inside the grooves themselves, the thin metal prongs of the unoccupied ports gleamed innocently.

He arrived at Chell's side and stood close behind her.

Though the enormous machine hadn't changed nearly as much as the rest of the lab had, it too wore its own touch of the chaos that gripped the room—a dingy lab coat had been tossed carelessly over the corner of it closest to the wall.

"The engineers called it a 'tweaking station.' It was used to make personality cores."

He raised a hand to gesture toward one of the indentations, careful not to touch anything.

"Pretty simple, actually," he continued. "First they'd hook you into one of these ports, and then this little mechanism inside—see it? Kind of tucked away there—that would move, sort of grab on and lock you in so you couldn't move around very much."

She studied the machine, leaning over it to peer into one of the depressions that had once held a core.

"Then they'd go to one of those panels over there—" he waved an arm out toward the secondary stations nearby—"And use it to, well, _tweak_ you, I suppose. Make adjustments, you know—to programming, protocols, all that."

She had nodded throughout his short explanation, seeming to grasp the danger of the thing, but only seconds after he finished she reached out to run her fingers along the inside surface of one of the ports.

He snatched her hand back.

"Don't touch that! You don't know what it might do—"

At her scowl he released her hand, but she did not touch it again.

His attention returned to the tweaking station. Despite his past experiences with the thing, it didn't seem very threatening anymore. Its buttons were unlit, its screens were all dark, and the steady electrical hum it had always emitted was entirely absent. That was at least a little encouraging.

Walking alongside the machine, he examined each of its ports in turn. It had been so long since he'd seen it that he could barely remember who had occupied any of them in particular. After all, he'd shared the contraption with countless other cores over the course of his development, and none but Wheatley had remained there for long. But one port in particular—the one on the far left end of the machine, with the slightly crooked prongs and faint scratches in the metal surrounding it—held his interest.

"I was right… _here_," he stopped, standing over the indentation and pointing at it. "When they turned me on for the first time."

He turned to look back at the room, the exhaustion of their travel suddenly returning to weigh on his arms and legs. Kneeling slowly, he maneuvered himself to sit down against the wall beside the machine, well out of reach of his old port, and drew his knees up to his chest. He rested his head against the side of the tweaking station and scanned the contents of the room from the more familiar vantage point.

"Spent a lot of my time right here. Almost all of my time before they… stuck me on Her."

Chell moved to sit on top of a desk near the tweaking station, her eyes on him. She didn't seem too bored—she might have even been a little interested in what he was saying—so he kept going.

"I knew a lot more humans back then, you know," he continued. "Loads. Scientists, mostly. They were in here all the time. But they didn't really want to talk to me, not really—all they ever wanted to do was ask me questions and write things down."

She leaned back on her hands.

"I usually couldn't answer them, though. Their questions, I mean. It always felt like I knew the answers but—as hard as I tried, I just couldn't _think_ of them."

His inability to respond had never seemed to bother any of the researchers, at least not as much as it had bothered him. For the most part they had reacted positively to it, bobbing their heads up and down and smiling, moving away to speak among themselves and write things down.

Only one of the scientists hadn't smirked when he was lost for the right word, had waited patiently while he reasoned his way through more complex thoughts, hadn't laughed once when he came up with all the wrong answers—but he'd been different from the others in many more ways than that.

"Sometimes we'd play games too, but the games were pretty hard. I always lost. Then they'd go back to that panel over there and do something to me and we'd try it again."

He stopped, noticing a dull ache in his upper arms, and loosened his hands from where they had been squeezing them.

"It never really hurt, though, it just felt… strange."

His body was shaking, why was it _shaking?_

Wheatley sat up and lifted his eyes to concentrate on Chell resting on top of the desk nearby. _She_ was there, not any of them—they were all dead and the machine would never turn on again. Yet he couldn't shake the feeling that it was only a matter of seconds before one of them would appear out of nowhere and stroll up to the tweaking station, clipboard in hand.

Chell cleared her throat.

She was still watching him, he realized, scrutinizing him now with an unnerving intensity. He shrank back further into the corner formed by the machine and the wall. She wanted more information.

But what else was there to say?

He supposed he could tell her about the quiet nights he'd spent talking into the darkness, or the longer, louder days he'd spent being handled and opened up and prodded, touched when he didn't want it by people whose hands were always too rough.

He could tell her how it felt to be shut down, to be trapped in a sightless, motionless half-existence until someone decided to bring him back out of it for still more modifications.

He could tell her about the laughter and how he hadn't understood it—of course he did now, but he hadn't then—how it had made him angry that he didn't understand it and how that had only made them laugh harder.

Or he could tell her how the silence when they were gone had been bad, sure, but the noise when they were there had always been so much worse, bad enough that somehow—he still didn't know _how_, but somehow—his own programming had slowly changed itself, over time developing a subroutine that caused his hull to shake the same way his new body was now when their voices first filled the quiet labs each morning.

He could tell her all of that and a lot more, but he didn't want to.

"I never thought I'd see this place again," he admitted quietly. He'd hoped he never would. "None of the management rails lead here, and I really wasn't supposed to leave the relaxation facility anyway. Thousands of labs, and we end up here… what are the odds?"

Her eyes left him.

He turned his attention back to the deserted room and away from his memories of its busier days.

Though its emptiness was reassuring, its physical state was still a source of concern. The battered door, the carefully constructed wall that had slowed their entry, the unreasonable mess within—everything hinted at something terrible having happened there, but what that had been he couldn't imagine. He didn't know who could have possibly left it like this, but at least if it had been a human then they were surely no longer a threat.

Still, he wondered what exactly they'd been trying to keep out of the lab in the first place, especially considering that apart from the door, all of the damage seemed to have happened inside the room rather than out in the corridor.

Sighing, he let his head fall against the side of the machine again.

Wheatley had just begun to search for the next thing to say when he noticed something odd. One small piece of the lab was out of place—or rather, _not_ out of place, he realized. Across the room, a single desk had survived whatever had forced the others from their proper places and still stood in exactly the same spot and in the same condition as it had ever been. How had he missed it before?

Chell hopped down from her seat.

The movement caught his eye, and the thought of Doug's desk left his mind. He leaned forward to watch as she approached the station again, pulling the lab coat from the top of the machine and examining the cloth.

Her eyes rose to the tweaking station and she stiffened.

"What? What is it, what's the matter?"

She leapt back from the machine in a single, swift movement, the coat falling forgotten to the floor. In her haste to move away she knocked hard into the desk behind her and sent a few thick books toppling off the side. She reached an arm back to scrabble blindly for and grasp a stray scrap of metal, then lifted the piece in front of her with both hands, fixing the machine with a fierce glare he'd only seen once before.

He scrambled to his feet as well as he could manage and rushed to her side.

"What's _wrong?_"

She didn't acknowledge the question. He turned to face the machine himself and froze.

"…oh."

They weren't alone.

Nestled in the port on the far right side of the tweaking station, just beneath the spot where the lab coat had been thrown, a lone personality core sat dormant.

Unsure of what to do, Wheatley remained still, staring blankly at the sphere while contemplating the new pounding in the sides of his head. But the shock of seeing someone in the abandoned laboratory faded as the core remained completely inactive in his port. Despite the noise they had made entering and exploring the lab, he was completely unresponsive—his optic was still closed, and there was no sign of movement in his frame or handles.

Chell wasn't moving either, Wheatley noticed. She was still hunched in that same odd pose, scrap metal held aloft, eyes open wide, curled lips baring her teeth to the air.

"He's—he's not _on_, love," he assured her, slowly backing away. Even when it was directed at someone else, the look was unsettling.

He crept closer to the resting sphere.

Of course he'd seen himself before—or, at least, parts of himself reflected in chance pieces of metal he'd found around the relaxation facility, but those images had always been obscured by the brilliant flash of blue that had been his optic. And he'd caught glimpses of some of the others during their construction, but he'd never really seen a point in paying attention to any of them at the time.

Seeing the strange core was different somehow, disconcerting in a way that made him want to turn around, squeeze himself back out into the corridor, and never enter the lab again.

But if he really had been turned off since the researchers had all died—Wheatley shuddered. He couldn't imagine going through something so awful, being trapped in such a state for years with no assurance that he'd ever be brought back out of it—then the least he could do would be to see if he could turn the core back on.

He hesitated, hand hovering above the lifeless hull. There really was no way around touching the sphere, as much as the thought bothered him.

"Sorry, mate," he murmured quietly.

Wrapping his hands around the handles, he gently pried them apart and away from the face plate of the core. They parted with a quiet creak and remained open.

He felt an illogical stab of envy at the state of the core. He was almost like new, not a dent or a scratch marring the surface of his hull. Whoever he'd been, he obviously hadn't seen a day of work—or a giant metal claw, or a bird, or several of his own bombs—in his life.

Wheatley touched the front plate and nearly jerked his hand away at the immediate, unexpected chill. Had _he _always been that cold? Nothing but the most extreme temperatures would have registered as uncomfortable to his internals, so he'd never thought much about it—not that his thermal sensors had ever functioned well in the first place.

Tentatively depressing the plate, he nudged the circular shape slightly inward, then pushed back to rotate it within the larger frame of the core's body. The piece moved easily under the pressure, sliding back until the inner frame hit the spot where the sphere connected to the port itself and stopped. He released it, and the plates slowly returned to their default positions. Pressing a thumb against the top ocular shutter, he slid it upwards then released it too, allowing it to snap shut over the unlit optic.

His eyes drifted between the hull and his own hand, and he grimaced at the unpleasantly heavy feeling the sight left in his stomach.

The difference between the two was stark. The sphere was smooth, rigid, and organized, his shape expertly designed and crafted, every inch of his body undoubtedly suited perfectly to his purpose, whatever that had been. But his hand was—_wrong_, was the first word that came to his mind. Wrong and irregular and knobbly, pale but mottled with ugly patches of pink, with tiny bits of hair growing out of the top and blue lines running like crossed wires beneath the surface of the skin.

Wheatley closed his eyes to block out the image, hoping to quell the fitful rolling in his stomach. As many functions as he'd already found for them, his hands still surprised him sometimes.

He shifted his focus back to the core.

Where had the engineers touched him when they'd wanted to turn him off and on? Somewhere on his side, maybe, or behind—hadn't there been a panel for it? He ran his fingers over the top of the core to the back, feeling around for the right area. His hand caught on a slight ridge, and he pushed down on it, lifting his finger when he felt the soft click.

Wheatley slid a fingertip over the switch the tiny panel had revealed. From the position of the core in the station he couldn't see the switch itself, but from the location of the panel he was certain of its purpose. He pushed down on the switch, then retracted his hand and moved away to watch the core closely.

Quiet seconds passed, then minutes, but the sphere remained completely still.

He reached back again to press the switch a few more times with no result.

The core was nonfunctional.

Wheatley released his breath, relieved. It hadn't been shut off and abandoned in darkness—maybe it hadn't ever functioned in the first place. Why an empty core had even been left there he couldn't imagine. Perhaps it had been some new project the researchers had just begun before She finally got the better of them.

He felt a hand on his back and turned to Chell. Her face was much calmer now, her lips curved downward in a soft frown.

"Oh, I—well, I thought maybe…" he shook his head. "Never mind."

He stepped back from the tweaking station, comfortable to observe the core now that he knew it wasn't silently begging for their help.

It was so much smaller than he would have thought. It seemed impossible that everything Wheatley had ever been, every awful thing he'd said and done, every big feeling that had gripped him so completely had ever been contained in something so unimpressive.

But as unimpressive as it looked, the sight of the inactive core left an unavoidable ache in his chest.

He had been ignoring the feeling as well as he could, managing to push away the creeping thoughts of how unnatural it felt to be in the wrong body so that he could help her first. He did have a plan of his own, though he hadn't quite worked out the details yet—he'd get her out, and when she was finally free he'd find a way to deal with whatever his life would be then. A simple plan made even simpler by the fact that he probably wouldn't last very long without her.

But even if She didn't kill him—incredibly unlikely, considering the circumstances—even then, he knew he would never be fixed because there was nobody left to fix him.

Chell wrapped her arm around his, and he worked to chase away the silence.

"You know, I never really got to see that many other cores. I saw a few when they were being built, sure, but half the time they were deactivated, and the rest of the time they didn't have all that much to say to me anyway. And then after I went to work in the relaxation facility, well—I never saw any again, not until…"

They stood in silence for a moment.

A booming voice rang through the lab.

**"**_**HEY**__**YOU!**_**"**

Wheatley jerked at the sound, spinning around to face the room and seek out its source.

"You _heard_ that, right? Tell me you heard that—" She nodded slowly, surprisingly untroubled by the interruption. "Oh, well. Good."

With a deep laugh the voice picked up again, a faint crackle of static crowding its edges.

**"Ha ha **_**ha**_**, bet that scared the pants off ya, didn't it?"**

At a more reasonable volume, the voice jarred something in his memory.

**"Yeah, it did."**

"Ugh, I remember this guy…" Wheatley muttered. It was not the sort of voice one forgot very easily.

Chell turned toward him, brow knitted in confusion.

"Don't worry, it's not a real person, it's just a recording," he pointed up at the speaker mounted high on the wall.

**"Better put 'em back on, pal. We have a dress code around here."**

Even the speaker hadn't survived whatever had upset the room—the little box was crooked, and beside it where the surveillance camera had once hung there was little more than a bare metal rod with a few wires sticking out of its end. The camera lay in pieces on the floor beneath it.

**"All joking aside, I'd like you to keep in mind that, even though this is only a recording, the biosensors **_**are**_** indicating that you're in this lab during work hours but not currently engaged in any sort of actual work." **The recording paused to noisily clear its throat. **"You should really get on that."**

Chell raised an eyebrow.

"The loud guy sort of has a point," Wheatley agreed, nodding toward the speaker. "Not about working, but we really do need to keep moving, don't we?"

The sooner she decided they could leave the lab, the better—he wasn't sure how much longer he could stand being there.

In response, she bent to pick the dirty lab coat up off the floor and draped it over the motionless personality sphere, tucking the cloth around the curve of its hull.

He followed her across the room to the door, glad to finally move away from the tweaking station. Lifting their bags from the floor, she hung one on her shoulder, then placed the other in his hands. He held the bag to his chest as she unfastened its clasp.

"So what are we going to do?"

She grabbed his arm and used it to turn him back around toward the lab, then pointed at several things in succession—first him, then around at the lab itself, then the bag in his arms.

"You want me to, ah… look for stuff?" he asked.

Chell nodded.

"What kind of stuff?"

She lifted her hands in a shrug.

"What about you? We came here so you could rest, didn't we? Don't you want to lie down, or…."

She shook her head.

"Well… alright."

They parted ways, Chell moving to one side of the room and leaving Wheatley to his own.

He didn't know just what compelled her to hunt down and stash away so many different objects—she certainly hadn't had much when he'd first met her. But maybe it was a human thing, the urge to collect and carry stuff around. He'd done some of that himself before leaving his own relaxation chamber, but that had only been food and water for his new body, not any of the other things she seemed interested in taking with them.

The drawers of the desk closest to him were filled with nothing interesting: thick books, lots of pens, stacks of paper held together by little bits of metal. He couldn't imagine a use for any of it, so he continued his search.

The next closest desk was nearly empty, not much more than a pencil and a few short snips of insulated wire inside.

The drawers of the third desk seemed to be locked and wouldn't open no matter how hard he tugged at them.

The fourth desk contained mostly tools, including some like the ones he'd seen earlier, and assorted core parts, though they were far too damaged to be of any use. In the mess of bent metal he could see a crushed side plate and a darkened optic split right down the middle—he closed the drawer and quickly moved on.

On the desk beside that he found a chipped mug with the familiar circular logo on its side, though there was none of that brown stuff they used to drink inside of it. It had probably dried up over the years, he decided. He pulled open one of the drawers, unimpressed again by its contents—how many pens did scientists _need?_—and had begun to push it back closed when a glint of light reached his eye.

Wheatley took the small object out of the drawer and held it up to study it in the light. It was simple enough—two small, rounded rectangles of glass, one whole and one cracked, connected to each other in the middle by a piece of metal. Short, flexible lengths of the metal stuck out like arms from its sides.

Half of the researchers had worn some variation of this over their eyes, he recalled. He'd never found out exactly what the things had done for them, but at least now he had the opportunity to see for himself. He flipped the object around and pushed it onto his face, settling the curve of the middle wire over his nose and the arms above his ears, then removed his hands and looked around the room.

"Oh! Uhh…"

His head began to hurt almost immediately. Through the pieces of glass he could see no definition to anything around him, his vision reduced to a mass of blurry splotches of light and dark. Holding his hand up in front of his eyes, he moved his fingers around experimentally—he could see the movement, but not much else. He let his hand drop to his side.

A blob of bright orange that was probably Chell shifted in his severely impaired eyesight, and he pulled the thing off of his face in time to see her smile as she turned away. Her shoulders shook with quiet laughter.

"I just wanted to, uh, see—hah, _see_—" it was his turn to laugh—"Um, just wanted to find out what these things do, exactly. Lots of the scientists used to wear them around all day, and they'd never answer me when I asked about them."

She continued picking through the contents of a work bench.

"I don't know why anybody would wear these things when they make it so much harder to see," he pondered, returning the object to its desk. "It's _mad_."

Continuing his search, he found little of interest in any of the rest of the desks, then moved on to stand before one of the bookshelves. Most of the books had been tossed to the floor, but he could see the corner of one peeking out over the edge of the very top shelf. He pulled it down, examined its cover, and tucked it away inside his bag.

A crash of sound burst from the other side of the room.

Wheatley turned to see Chell leaning over Doug's desk. Her hands were raised in the air and a pile of books and paper that had once been on top of the desk now rested in a pile on the floor in front of it. She looked surprised.

Something small and round fell off the back of the desk and hopped towards him, rolling to a stop near his feet. He picked the ball up and squeezed it. It was very lightweight, but not soft, and unusually bouncy. It didn't seem to have much of a purpose, but it was more interesting than anything else he'd found in the lab—maybe Chell would know what it was for.

"No need to make a mess of the place," he teased, navigating carefully through the debris on the floor to make his way toward her.

She waved a hand in his direction.

"Do you know what this thing is?" he asked, holding the ball out to her.

She didn't respond. Her attention was not on him or his discovery, but on the computer screen before her. An expression of intense irritation had settled on her face, and she was jabbing at a button on the front of it with her finger. He winced and dropped the ball into his bag.

"You, ah—you want to use that computer?"

Her irritation shifted to Wheatley as he walked around to her side of the desk. Leaning over her, he inspected the dark screen.

"You know, maybe this one's voice activated," he mused aloud. Noticing her look, he backpedaled. "Uh, no offense, I mean—well, let's just face facts here, some of them _are_. Nothing you can do about that."

She stared at him.

"Just let me talk to it, alright?"

Chell stood and moved away, and he took her seat.

It was a fairly standard computer—big box with a screen, in front of that a flat bit covered with little buttons (not those buttons, but the other kind), and behind it all plenty of cords to connect the various parts together. Nothing too complicated, certainly nothing he couldn't manage.

He leaned closer to the screen, reached out, and tapped the side of the box.

"Hello!" he greeted the computer. "Can you hear me? We want you on. Computer… _on_. Turn on. Please? Please turn on."

But there was no response. It was either ignoring him completely or couldn't hear him in the first place. He raised his voice a little—maybe its auditory sensor had gotten some dust in it over the years.

"Come on, we're not asking for very much. We'd really like it if you'd turn on for us. We need to use you—er, well, we need your help—with what I'm not exactly sure yet, but we can deal with that after you're on, alright?"

Still no response. It seemed a more direct approach would be necessary. He took hold of the screen with both hands, taking on a sterner tone.

"Look, there's still power in this part of the facility, I _know_ there is—the lights are still on, so you're not fooling anybody with that. Give it up. Just turn on."

The screen remained dark.

Wheatley sat back, perplexed. Maybe the computer wasn't quite as advanced as he'd thought—it was hard to tell with Aperture tech sometimes. Thinking back to the times he'd watched the scientists interact with the computers before, he remembered that though they had spoken to them on occasion, much more often they'd used their hands to press the buttons on the flat pieces in front of their screens.

"Okay. Actually, maybe it's not voice activated," he reported to Chell, who had recently begun crawling around on the floor on the other side of the desk. Out of desperation, he supposed. "But it's alright, it's alright, I can figure this out. I saw them use these things all the time before—practically _was_ one, love—so I can handle it."

He pushed firmly down on one of the buttons and held it for short time, but it had no effect on the rest of the computer. He tried a second, then a third, then a fourth without result, then slid his hand across the whole thing in frustration.

"I—I really don't know why this isn't working. All they ever did was press these buttons here and it always got them _somewhere_," he explained, but she didn't acknowledge him.

He held his hands above the buttons and began pressing down on them at random as he'd seen the researchers do from time to time, varying the speed and the rhythm of the input.

The computer remained inactive.

"This… is a little harder than I thought it would be," he confessed. "Before, whenever I was hooked up to a port or something, I just had to sort of _think_ of things and they'd happen. Sometimes. Well, not very often. But sometimes."

She ignored him, apparently much more interested in the floor than in his excuses.

Discouraged, he mashed his palm uselessly against the thing. He couldn't even do something as simple as turn a computer on for her. He didn't know why that surprised him, but it did, and it stung.

There was a tiny electric pop.

He jumped up as the screen flickered to life.

"_Aha!_ See? Told you I could do it!"

Chell stood and leaned over the desk to see the now-functioning computer, then smiled at him.

"Nothing to it, really, just took a bit of perseverance…"

Nodding, she rounded the desk, wrapped a hand around his wrist, and pulled him away from the computer. Once she had led him to another part of the room, she released him. He waited in place as she dragged a chair out from under some debris, set it upright, and rolled it close to him.

"Oh, you want me to sit down? Over here?" he glanced back toward Doug's desk across the lab, unoccupied but for the computer still humming noisily to life.

She gave him a gentle shove toward the chair and returned to the desk.

He sat.

Though he would have much preferred to leave the lab and keep moving, he knew better than to pass up an opportunity to rest without having to worry about keeping up with Chell. Tilting his head back, he stared up at the poster hanging on the wall before him.

Displayed on its creased surface were, if their wide smiles were any indication, two very happy individuals—one human and one robot. He knew the one on the right was a robot even though he was shaped like a human because he was clearly made of metal, the visible seams and rivets down the areas of his body not covered by his lab coat being the other obvious clues. The human's arm was slung over the robot's shoulder, and the robot reciprocated the gesture.

In all the years he'd spent since his activation, he had never once seen an AI like the one in the poster. Why Aperture even had the posters had remained a mystery to him long after he'd left for the relaxation facility.

Pushing against the floor with his feet, he turned the seat of his chair to look back at Chell. She was occupied, leaning forward in her own chair to stare intently at the computer, though from his position he couldn't see what she was doing with it. He pushed a few more times, spinning around in a circle and picking up a bit of speed as he went. Seconds later he put his foot down again and waited for his vision to clear.

He let his eyes fall closed and leaned further back into the chair. It rocked slightly with his weight but soon went still. The chair was much more comfortable than the harder ones they'd found on the platform outside, though not nearly as nice as lying in a bed with Chell had been. The curve of it cradled most of his body quite nicely, the angle somehow lessening the pain in his back.

He could understand now why the scientists had spent so much of their time sitting.

"Oh!"

He jumped a bit at the feeling of hands on his shoulders, but relaxed quickly at their encouraging squeeze.

Chell must have already finished with the computer—he could've told her it wouldn't be any help to them—and now she wanted… he couldn't tell yet, but he didn't really mind. Her skin was too warm and soft for him to mind much of anything. Settling back into the chair, he closed his eyes again.

Her hands began to move, her fingers sliding over the bare skin at the back of his neck, stroking down and up in long, slow motions. His head dropped down to expose more of the skin to her searching touch, his chin meeting his chest, and she pushed one hand forward, tensing it to drag the tips of her fingers up through his hair and down the back of his head and neck. His body shook briefly at that, his neck and shoulders twisting instinctively to chase the oddly pleasant sensation away.

When he could manage, he straightened himself again, and her hands moved away from his neck to grasp his shoulders firmly. Then gently. Then firmly, then—was she—she _was._

Wheatley smiled to himself and pushed back into the shifting pressure. She was doing that thing, that wonderful thing that involved squeezing and pulling at his neck and shoulders, just the same way she had after she'd put him into the water the first time. His muscles tensed beneath her hands, then unwound as she rolled her knuckles against them.

"That feels nice," he murmured.

Her hand fell onto his shoulder in a few light pats, and she continued, digging her palms into the tight, sore spots, relieving the ache that had gathered there.

Nice was a vast understatement, he knew, but at the moment he couldn't think of any more impressive words to offer her. Her hands—her amazing hands that could make him feel warm and good and important all at the same time—kept moving on him, and he sank into the indescribable calm of her touch.

He opened his mouth to at least attempt say something more but stopped when her fingers tensed around his shoulders and pinched him, sending a jolt of pain traveling through his body. Before he could protest her touch softened again and she kneaded the sore spots.

"Mhh… really… _really_ nice," he managed through a sigh.

She ran her fingers once through his hair then repeated the routine, tightening and loosening her grip and rolling the muscles in her hands. His head rolled to one side, and she redoubled her efforts, hands working harder and harder and harder until—

"Not so hard, love," he muttered, shifting in discomfort.

Her grip tightened further, and his shoulders hunched against the sensation of her fingers compressing the flesh almost painfully, his muscles tensing up in response to the steadily increasing pressure.

"That—that actually kind of hurts," he raised his voice a bit. "That kind of _really_—"

He gasped as her hands clamped down hard on his shoulders to drive the points of her fingers deep into his skin. The sharp pain of her grasp swelled quickly into a terrible throb searing where her skin met his. He struggled to move away, to call out to her, but her hands held him firmly in place, and the only sound he could manage was the thin hiss of air rushing in through his teeth.

A chill fell on his ear as She spoke.

_Tell me. Is it everything you remembered?_

Her laugh rattled through his thoughts.

_Maybe that was a poor choice of words…_

Wheatley burst forward from the chair, his legs supporting the unexpected weight only briefly before giving out and folding beneath him. The air left him by force as he hit the floor and for a panicked few seconds he couldn't replace it, couldn't do anything more than lie motionless with his mouth wide trying to recapture his breath.

Had he fallen asleep? Had Chell's hands caused him to drift off, or had that been a part of the dream as well? Maybe they were still out on the platform, and he'd been asleep the whole time—his mind swam as he sought to identify when it had happened, when things had changed. But they _hadn't_ changed, had they?

Finally, he managed to suck in some air, the rush relieving the intensifying pressure against the sides of his head. He panted hoarsely for a moment, resting his cheek against the cold floor until he could move again. Curling into himself, he wrenched his body around to face Her.

But She wasn't there.

The emptied chair spun in place, slowing to a stop as he watched. There was nobody behind it, not Her, not Chell—he pushed himself upright and searched frantically around the room for any sign of Her but found none.

Wheatley lifted his hands to his shoulders and rubbed at the fast-fading ache in his muscles. Within seconds the pain passed, leaving no evidence of Her grip, but he held his hands there, reluctant to expose them again. He sat still, casting his eyes around the deserted lab, seeking out the sight of Her pale skin even as he willed the frenzied thumping in his chest to slow down.

His whole body twitched at a foreign sound behind him, and he turned quickly and raised his hands in front of him, but it was only the lab coat slipping off the deactivated core and falling to the ground. He took a shaky breath and turned back to face the rest of the lab.

Leaning over, he peered cautiously around the chair only to freeze in confusion. Chell was still there, still seated at Doug's desk and still not paying any attention to him—but unlike in his last dream she was awake, her hands pressed against the side of her head and her sharp gaze fixed on the computer screen before her.

He slowly processed the new information. She was there and she was _awake_.

Did that mean he was awake too?

Hadn't she heard him speak, hadn't she seen him move?

Throwing his arms forward, he crawled toward the chair and pulled himself up with its support. He stood shakily and began to move toward Chell in an unsteady stumble.

His movement finally caught her attention. She glanced up at him only briefly before turning back to the screen.

Maybe he'd imagined it all, he reasoned as he made his way toward Chell—but he'd felt Her hands, he'd heard Her words. Maybe he really was asleep, and She was just toying with him by hiding away from him like this. Or maybe he was awake and there was something seriously wrong with him.

He didn't know how to tell anymore.

But Chell was there and that was good. She would listen to him and nod and maybe even put her arms around him until he felt better, and then they'd keep going and get out of the lab and leave it behind forever—all he had to do was reach her and everything would be alright.

"_Ah!_"

His foot struck hard against something on the floor and he nearly fell, but he caught himself. When the sharper pain had passed into a throbbing ache he kept moving.

"Chell—"

She made no move to respond to him. But her hands were clasped around her ears—no, she was holding something up to her head, he could see the cord that lead from the thing to the computer. Maybe she hadn't heard him.

"Chell?"

She held one hand out, palm facing toward him, and he stopped short of the desk.

"Chell, I need—"

Finally she turned her head to look up at him, though her scowl was not at all the look he'd hoped to receive. She raised her hand to wave him angrily away from the desk, shaking her head at him and focusing again on the computer screen.

He sank into a chair a short distance away and pulled his legs and arms close to his body. Hands clasped protectively over his shoulders, he sat and watched her in silence.

He pursed his lips and drew a long, slow breath, just like she'd shown him.

She wanted him to wait.

So he waited.


End file.
